Page 99 - Martin Marietta - 2025 Proxy Statement

/ ANNUAL MEETING AND VOTING INFORMATION

Under North Carolina law, if an incumbent director is not re-elected at an Annual Meeting, then, even though his or her
term has expired, the incumbent director continues to serve in office as a holdover director until his or her successor is
elected or until there is a decrease in the number of directors.

North Carolina law further provides that if the shareholders fail to elect the full authorized number of directors, a board of
directors may fill the vacancy by electing a successor. Accordingly, Martin Marietta’s Articles of Incorporation provide that
if a nominee is not elected by a vote of the majority of the votes cast with respect to that nominee’s election, the Board of
Directors may decrease the number of Directors, fill any vacancy or take other appropriate action.

Approval of the ESPP requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting in
person or by proxy, For purposes of approval of the ESPP, a majority of votes cast means that the number of votes cast
“for” approval of the ESPP exceeds the number of votes cast “against” approval of the ESPP. Abstentions and broker
non-votes will not be counted as votes cast with respect to approval of the ESPP and will have no effect on the outcome of
the vote on that matter.

The ratification of the selection of independent auditors, the advisory vote to approve the compensation of the named
executive officers, and any other proposal presented at the meeting, will be approved if more votes are cast by proxy or in
person in favor of the proposal than are cast against it.

Abstentions and broker non-votes, if any, will not be counted “for” or “against” any of these proposals.

What is required to attend the meeting?
Attendance at the Annual Meeting will be limited to our shareholders as of the record date of March 7, 2025 and their
proxies. If you are a shareholder and plan to attend the Annual Meeting and your shares are held in street name (for
example, if your shares are held through an account maintained by a bank or securities broker), you must present evidence
of your stock ownership as of March 7, 2025 in order to be admitted to the Annual Meeting. You can obtain this evidence
from your bank or brokerage firm. If your shares are held in street name as of March 7, 2025 and you intend to vote your
shares at the Annual Meeting, you must also request a legal proxy appointment from your bank, broker or other nominee
and present that proxy appointment at the Annual Meeting’s registration desk. Whether you are a registered shareholder,
your shares are held in street name, or you are a duly authorized proxy for a shareholder, a government-issued
identification will be required to obtain admittance to the Annual Meeting.

We speak to almost all of our largest shareholders each year and we rarely have any shareholders in attendance at our
shareholders’ meetings. For these reasons, we currently intend to hold the Annual Meeting in person at our corporate
headquarters. In the event that alternative arrangements for the Annual Meeting are required, we intend to promptly
advise our shareholders. Please monitor our website, https://ir.martinmarietta.com/events-presentations, for updated
information if you are planning to attend the Annual Meeting. To assist with logistical planning for the Annual Meeting,
we request that shareholders planning on attending the Annual Meeting notify us by email at
corporatesecretary@martinmarietta.com. Providing such notice is not required for attendance at the Annual Meeting and
is requested solely to assist in our planning.

Where can I find voting results for the Annual Meeting?

We will announce preliminary voting results at the conclusion of the meeting and publish final results in a Current Report
on Form 8-K filed with the SEC within four business days after the Annual Meeting.

Where can I find out more information about Martin Marietta?
We maintain a website at www.martinmarietta.com where you can find additional information about Martin Marietta.
Visitors to the website can view and print copies of Martin Marietta’s SEC filings, including periodic and current reports on
Forms 10-K, 10-Q and 8-K, as soon as reasonably practicable after those filings are made with the SEC. Copies of the
charters for each of our Audit Committee, Management Development and Compensation Committee, and Nominating
and Corporate Governance Committee, Corporate Governance Guidelines, as well as our Code of Ethical Business

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