Page 73 - Proxy Statement - 2020

Securities Authorized for Issuance

Under Equity Compensation Plans

The following table shows information as of December 31, 2019 regarding Martin Marietta’s compensation plans that allow Martin
Marietta to issue its equity securities. Martin Marietta’s equity compensation plans consist of the Amended and Restated Martin
Marietta Materials, Inc. Common Stock Purchase Plan for Directors (the Directors’ Plan), the Stock Plan, the Martin Marietta Materials,
Inc. Amended and Restated Stock-Based Award Plan (the Stock-Based Award Plan), under which the Incentive Stock Plan was adopted,
the Martin Marietta Materials, Inc. Amended Omnibus Securities Award Plan (the Omnibus Securities Award Plan), and the Martin
Marietta Materials, Inc. Shareholder Value Achievement Plan (the Achievement Plan). Martin Marietta’s shareholders have approved all
of these plans. Martin Marietta has not entered into any individual compensation arrangements that would allow it to issue its equity
securities to employees or non-employees in exchange for goods or services.

EQUITY COMPENSATION PLAN INFORMATION
Number of securities
remaining available
Number of securities for future issuance
to be issued upon Weighted-average under equity
exercise of exercise price of compensation plans
outstanding outstanding (excluding securities
options, warrants, options, warrants, reflected in column
and rights and rights (a))
Plan Category (a) (b) 3 (c)
Equity compensation plans approved by shareholders 403,076 1 $132.12 1,090,688 4
Equity compensation plans not approved by shareholders 3,508 2 $ 47.22 0 5
TOTAL 406,584 $129.10 1,090,688
1 Includes 55,332 stock options that have a weighted-average exercise price of $112.84; 308,160 restricted stock units that have a $0 exercise price; and
39,584 stock units granted in accordance with the Incentive Stock Plan that are credited to participants at an average weighted cost of $159.07. The
restricted stock units and stock units granted in accordance with the Incentive Stock Plan represent Martin Marietta’s obligation to issue shares in the future
subject to certain conditions in accordance with the Stock-Based Award Plan.
2 Represents stock options granted to legacy Texas Industries, Inc. (“TXI”) employees and employees hired after July 1, 2014.
3 The weighted-average exercise price does not take into account the restricted stock units and stock units for which there is no exercise price.
4 Includes shares of Martin Marietta’s common stock available for issuance (other than those reported in column (a)) under Martin Marietta’s equity
compensation plans as of December 31, 2019 in the following amounts: Directors’ Plan (140,727 shares), Stock-Based Award Plan (741,986 shares), and
Achievement Plan (207,975 shares). Also excludes Texas Industries Inc. stock-based award plans (1,893,311 shares). The Directors’ Plan provides that
nonemployee directors may elect to receive all or a portion of their fees in the form of common stock. Under the Achievement Plan, awards can be granted to
key senior employees based on certain common stock performance over a long-term period. No awards have been granted under this plan since 2000.
5 There are 1,893,311 shares of Martin Marietta’s common stock available for issuance to legacy TXI employees. These shares will be used to settle currently
outstanding awards but no further awards will be granted for these shares, as indicated by management in connection with the approval by shareholders of
the Stock-Based Award Plan on May 19, 2017.

On July 1, 2014, in conjunction with the merger of TXI into a in connection with the approval by shareholders of the
wholly-owned subsidiary of Martin Marietta, the Company Amended and Restated Stock-Based Award Plan on May 19,
assumed the TXI 2004 Omnibus Equity Compensation Plan (TXI 2017.
Legacy Plan) and TXI’s Management Deferred Compensation
Plan (the TXI DC Plan) and shares available for future issuance If Martin Marietta is dissolved or liquidated, or if substantially all
under the TXI Legacy Plan and the TXI DC Plan following the of its assets are sold or there is a merger or consolidation and
merger. the acquiring or surviving entity does not substitute equivalent
awards for the awards then outstanding, each award granted
Description of the TXI Legacy Plan under the TXI Legacy Plan will become fully vested and
exercisable and all restrictions on it will lapse. All options and
The TXI Legacy Plan became effective as of July 11, 2012 and stock appreciation rights not exercised upon the occurrence of
will terminate on July 11, 2022 unless sooner terminated. All such a corporate event will terminate, and the Company may, in
legacy employees of TXI and its affiliates and subsidiaries are its discretion cancel all other awards then outstanding and pay
eligible to receive awards. However, no further awards will be the award holder its then current value as determined by the
granted under the TXI Legacy Plan, as indicated by management Committee.

2020 PROXY STATEMENT 69