Page 72 - Proxy Statement - 2020

Proposal 3

Advisory Vote on the Compensation of Our Named Executive Officers
(Item 3 on Proxy Card)

Public companies are required to provide their shareholders with Shareholders are urged to read the Compensation Discussion
a periodic opportunity to endorse or not endorse their executive and Analysis and consider the various factors regarding
officer pay program and policies. The Board of Directors has compensation that are discussed. We believe that our executive
elected to do so annually and intends to present the following compensation program is reasonable, competitive and strongly
non-binding resolution for approval by shareholders at the focused on pay-for-performance principles. Our executive
Annual Meeting: compensation policies have enabled us to implement our
compensation philosophy and achieve its goals. We believe that
“RESOLVED, that the shareholders approve, on an compensation awarded to our named executive officers in 2019
advisory basis, the overall compensation paid to Martin was appropriate and aligned with 2019 performance and
Marietta’s named executive officers, as disclosed positions us for growth in future years. The results of the vote
pursuant to Item 402 of Regulation S-K in this Proxy on this resolution are advisory and will not be binding upon the
Statement in the Compensation Discussion and Board of Directors. However, the Board values our shareholders’
Analysis and in the narrative and tabular disclosure opinions, and consistent with our record of shareholder
under the heading “Executive Compensation.” engagement, will consider the outcome of the vote in making
future executive compensation decisions. The next such vote will
occur at the 2021 Annual Meeting.

The Board Unanimously Recommends a Vote “FOR”
This Proposal 3

68 2020 PROXY STATEMENT