Page 35 - Proxy Statement - 2020

Proposal 2

Independent Auditors
(Item 2 on Proxy Card)

The Audit Committee has appointed PricewaterhouseCoopers LLP (PwC), an independent registered public accounting firm, to audit the
consolidated financial statements of Martin Marietta and the effectiveness of Martin Marietta’s internal control over financial reporting
for the 2020 fiscal year and the Board of Directors recommends that the shareholders ratify this appointment. The ratification of the
appointment of PwC is being submitted to the shareholders because the Board of Directors believes this to be good corporate practice.
Should the shareholders fail to ratify this appointment, the Audit Committee will review the matter and determine, in its sole discretion,
whether PwC or another independent registered public accounting firm should be retained.
PwC served as Martin Marietta’s independent auditors for 2019 and audited the consolidated financial statements of Martin Marietta
for the year ended December 31, 2019 and the effectiveness of Martin Marietta’s internal control over financial reporting as of
December 31, 2019. In connection with the audit of Martin Marietta’s 2019 consolidated financial statements, Martin Marietta entered
into an engagement letter with PwC that sets forth the terms by which PwC would perform audit services for Martin Marietta.
The Audit Committee is solely responsible for retaining or terminating Martin Marietta’s independent auditors. Representatives of PwC
are expected to attend the Annual Meeting, will have the opportunity to make a statement if they so desire, and will be available to
respond to questions from shareholders.

The Board Unanimously Recommends a Vote “FOR”
on this Proposal 2

Summary of Fees

The following table summarizes the aggregate fees billed for professional services rendered to Martin Marietta by PwC in 2019 and
2018.
2019 2018
Audit Fees 1 $2,819,000 $2,883,000
Audit-Related Fees 2 100,000 100,000
Tax Fees 3 — 22,000
All Other Fees 4 3,000 3,000
TOTAL $2,922,000 $3,008,000
Percentage of Audit & Audit-Related Fees to Total Fees 99.9% 99.2%
1 Services in connection with the annual consolidated financial statement audit, the annual internal controls audit, and reviews of the consolidated
financial statements included in the quarterly reports.
2 Services in connection with audit-related services, including agreed-upon procedures reports and subsidiary audits.
3 Services in connection with tax advice related to transfer pricing matters.
4 Other fees include license fees for technical accounting software.

Pre-Approval Policies and Procedures Audit Committee Review

The Audit Committee has adopted a policy that requires advance In connection with the Audit Committee’s review of services
approval of all audit, audit-related, tax services, and other services rendered and fees billed by the independent auditor, the Audit
performed by its independent auditor. The policy provides for Committee has considered whether the provision of the
pre-approval by the Audit Committee of specifically defined audit non-audit related services described above is compatible with
and non-audit services. Unless the specific service has been maintaining the independent auditors’ independence and has
previously pre-approved with respect to that year, the Audit concluded that the provision of these services did not
Committee must approve the permitted service before the compromise such independence.
independent auditor is engaged to perform it. The Audit Committee
has delegated to the Chair of the Audit Committee authority to
approve permitted services, provided that the Chair reports any
decision to the Committee at its next scheduled meeting.

2020 PROXY STATEMENT 31