Page 13 - Proxy Statement - 2020

The Board of Directors

The Board of Directors currently consists of ten members, nine The Board has nominated ten persons for election as Directors to
of whom are non-employee Directors. Under our Bylaws, serve a one-year term expiring in 2021. Unless otherwise
nominations of persons for election to the Board may be made directed, proxies will be voted in favor of these nominees. Each
at an Annual Meeting of Shareholders by the Board and by any nominee has agreed to serve if elected. Each of the nominees,
shareholder who complies with the notice procedures set forth other than Mr. Wajsgras, is currently serving as a Director.
in the Bylaws. As described in the proxy statement for our 2019 Should any nominee become unable to serve as a Director, the
Annual Meeting, for a nomination to be properly made by a persons named in the enclosed form of proxy will, unless
shareholder at the 2020 Annual Meeting, the shareholder’s otherwise directed, vote for the election of such other person for
notice must have been sent to, and received by, our Secretary at such position as the present Board of Directors may recommend
our principal executive offices between January 11, 2020 and in place of such nominee. Proxies cannot be voted for a greater
February 10, 2020. No such notice was received during this number of persons than the number of nominees named.
period. Should any of the following nominees be unavailable for
election by reason of death or other unexpected occurrence, the
The Bylaws of the Corporation provide that a Director will retire proxy, to the extent permitted by applicable law, may be voted
at the Annual Meeting of Shareholders following the Director’s with discretionary authority in connection with the nomination
75th birthday. One of our current Directors, Stephen P. Zelnak, by the Board and the election of any substitute nominee.
Jr., reached this mandatory retirement age this year and is not
eligible for election at the Annual Meeting for a new term.
BOARD EFFECTIVENESS AND REFRESHMENT
Mr. Zelnak has stated that he intends to serve as a Director
through the commencement of the 2020 Annual Meeting of
Board composition is one of the most critical areas of focus for
Shareholders, after which he will retire from the Board. The
the Board of Directors. Having the right mix of people who bring
Board extends its sincere appreciation to Mr. Zelnak for his years
diverse perspectives, business and professional experiences, and
of service and thoughtful Board leadership. Mr. Zelnak gave
skills provides a foundation for robust dialogue, informed advice
generously of his time and consistently provided the Board with
and collaboration in the boardroom. The Nominating and
independent insight and advice, which have been invaluable to
Corporate Governance Committee develops criteria for open
the Board and to Martin Marietta.
Board positions, taking into account a variety of factors, which
may include current Board member skills, composition, age,
The Board has nominated Thomas H. Pike and David C. Wajsgras
tenure, other diversity factors, the range of talents and
to stand for election by shareholders at the 2020 Annual
experience that would best complement those already
Meeting. Mr. Pike was first elected as a Director by the Board in
represented on the Board, the need for specialized expertise,
July 2019 and Mr. Wajsgras is being nominated to fill the
and anticipated retirements to define gaps that may need to be
vacancy resulting from Mr. Zelnak’s retirement. Both Mr. Pike
filled through the board refreshment process. The Board strives
and Mr. Wajsgras were initially identified by the Chairman,
to ensure an environment that encourages diverse critical
President and CEO and were recommended as a director
thinking and values innovative, strategic discussions to achieve a
nominee by the Nominating and Corporate Governance
higher level of success for the Company.
Committee. The Nominating and Corporate Governance
Committee from time to time retains a search firm to help
The Nominating and Corporate Governance Committee screens
identify director prospects, perform candidate outreach, assist in
and recommends candidates for nomination by the full Board. It
reference checks, and provide other related services. The
uses a variety of methods to help identify potential Board
recruiting process typically involves either the Chairman,
candidates with the desired skills and background needed for
President and CEO, the search firm or a member of the
the Company’s business, including from time to time informal
Nominating and Corporate Governance Committee contacting a
networks, third party search firms and other channels. When the
prospect to gauge his or her interest and availability. A
Committee is assisted from time to time with its recruitment
candidate will then meet with several members of the
efforts by an outside search firm, the firm recommends
Nominating and Corporate Governance Committee and
candidates that satisfy the criteria defined by the Board, and
sometimes the Board. At the same time, the Nominating and
provides background research and pertinent information
Corporate Governance Committee and the search firm will
regarding prospective candidates.
contact references for the prospect. A background check is
completed before a final recommendation is made to the Board
to appoint a candidate to the Board.
2020 PROXY STATEMENT 9