Page 33 - Proxy Statement - 2020

Corporate Governance Philosophy / Corporate Governance Matters

How would interested parties make their concerns known a Director at an Annual Meeting of Shareholders of Martin
to the independent Directors? Marietta, if the shareholder making such recommendation
The Board of Directors provides a process for shareholders and complies with the advance notice provisions and other criteria
other interested parties to send communications to the Board. specified in the Bylaws of Martin Marietta. The Bylaws of Martin
Shareholders and other interested parties may communicate Marietta require advance notice for any proposal for the
anonymously and confidentially with the Board through Martin nomination for election as a Director at an Annual Meeting of
Marietta’s Ethics Hotline at +1 (800) 209-4508. The Board has Shareholders that is not included in Martin Marietta’s notice of
also designated the Corporate Secretary to facilitate meeting or made by or at the direction of the Board of Directors.
communications to the Board. Shareholders and other interested In general, nominations must be delivered to the Secretary of
parties may communicate directly with the Board of Directors, or Martin Marietta at its principal executive offices, 2710 Wycliff
directly with the independent Directors, or an individual Director, Road, Raleigh, North Carolina 27607, not less than 60 days nor
including the Lead Independent Director, by writing to Martin more than 90 days prior to the first anniversary of the mailing of
Marietta, Attn: Corporate Secretary, 2710 Wycliff Road, Raleigh, the proxy statement in connection with the preceding year’s
North Carolina 27607-3033. Annual Meeting of Shareholders and must contain specified
information concerning the nominee and the shareholder
All communications by shareholders or other interested parties proposing the nomination. Any shareholder desiring a copy of
addressed to the Board will be sent directly to Board members. the Bylaws of Martin Marietta will be furnished a copy without
While Martin Marietta’s Ethics Office and the Corporate charge upon written request to the Secretary of Martin Marietta.
Secretary may review, sort, and summarize these Since the 2019 Annual Meeting, Martin Marietta has not made
communications, all direct communications will be presented to any material changes to the procedures by which shareholders
the independent Directors unless there is instruction from them may recommend nominees to Martin Marietta’s Board of
to filter such communications (and in such event, any Directors. Additional information is contained in the section
communication that has been filtered out will be made available entitled Shareholders’ Proposals For 2021 Annual Meeting
to any independent Director who wishes to review it). below.

Martin Marietta and its Board of Directors will continue to How does the Board select nominees for the Board?
review and evaluate the process by which shareholders or other The Nominating and Corporate Governance Committee will
interested persons communicate with Martin Marietta and the consider candidates for Board membership suggested by its
Board and may adopt other or further processes and procedures members and other Board members, as well as management
in this regard. If so, Martin Marietta will identify those policies and shareholders. The Committee may also retain a third-party
and procedures on our website at www.martinmarietta.com. executive search firm to identify potential candidates for its
consideration from time to time. The Committee makes an initial
How often did the Board meet during 2019?
determination as to whether to conduct a full evaluation of the
Martin Marietta’s Board of Directors held four regularly scheduled
candidate, and reviews all information provided to the
meetings during 2019. There were also a total of 24 Committee
Committee, including the recommendations for the prospective
meetings in 2019. In addition, management confers frequently
candidate and the Committee’s own knowledge of the
with its Directors on an informal basis to discuss Company affairs.
prospective candidate. If the Committee determines that
additional consideration is warranted, interviews are conducted
How many times did Directors attend meetings of the
by the members of the Committee, as well as the Chief
Board and its Committees?
Executive Officer of Martin Marietta; appropriate inquiries are
In 2019, all Directors attended 100% of the meetings of the Board
conducted into the background and qualifications of potential
of Directors during their term of service on the Board. All Directors
candidates; the Committee meets to discuss its evaluation and
attended 100% of the meetings of the Committees of the Board
feedback from the Chief Executive Officer; and, if the
on which they served (during the periods that they served).
Committee determines to do so, it makes a recommendation to
the full Board as to the persons who should be nominated by
Will the Directors attend the Annual Meeting?
the Board. The Board of Directors determines the nominees after
Martin Marietta’s Directors are expected to attend Martin
considering the recommendation and report of the Committee.
Marietta’s Annual Meeting of Shareholders although frequently
no Shareholders other than Directors and Officers attend these
In evaluating any potential candidate, the Nominating and
meetings. In 2019, all then-current Directors attended the
Corporate Governance Committee considers the extent to which
Annual Meeting in May.
the candidate has the personal characteristics and core
competencies outlined in the Guidelines for Potential New Board
Will the Nominating and Corporate Governance
Members adopted by the Committee, and takes into account all
Committee consider any Director candidates
other factors it considers appropriate. A copy of these Guidelines
recommended by shareholders?
is attached to this proxy statement as Appendix A.
The Nominating and Corporate Governance Committee will
consider nominees recommended by shareholders for election as
2020 PROXY STATEMENT 29