Page 75 - Proxy Statement - 2020

Annual Meeting and Voting Information

What is the purpose of the Annual Meeting? How do I vote?
At our Annual Meeting, shareholders will act on the matters Registered shareholders: Registered shareholders have four
outlined in the accompanying Notice of Annual Meeting of voting options:
Shareholders. This statement is furnished in connection with the
• over the Internet at the internet address shown on the
solicitation by Martin Marietta’s Board of Directors of proxies to
enclosed proxy card;
be used at the meeting and at any and all adjournments or
• by telephone through the number shown on the enclosed
postponements of the meeting.
proxy card;
Whether or not you plan to attend the meeting, we encourage • by completing, signing, dating and returning the enclosed
you to date, sign, and return your proxy in the enclosed proxy card by mail; or
envelope.
• in person at the meeting.
Who is entitled to vote at the meeting?
Even if you plan to attend the meeting, we encourage you to
Only shareholders of record at the close of business on March 6,
vote your shares by submitting your proxy. If you choose to vote
2020 are entitled to notice of and to participate in the Annual
your shares at the meeting, please bring proof of stock
Meeting. If you were a shareholder of record on that date, you
ownership and proof of your identity for entrance to the
will be entitled to vote all the shares that you held on that date
meeting.
at the meeting, or any adjournments or postponements of the
meeting.
Beneficial shareholders: If you hold your Martin Marietta shares
in street name, your ability to vote by internet or telephone
What are the voting rights of the holders of Martin
depends on the voting process of the bank, broker or other
Marietta common stock?
nominee through which you hold the shares. Please follow their
Each share of Martin Marietta common stock is entitled to one
directions carefully. If you want to vote at the meeting, you must
vote on each matter considered at the meeting.
request a legal proxy from your bank, broker or other nominee
and present that proxy, together with proof of your identity, for
Who can attend the meeting?
entrance to the meeting.
All shareholders as of the record date, or their duly appointed
proxies, beneficial owners presenting satisfactory evidence of
If you complete and properly sign the accompanying proxy card
ownership as of the record date, and invited guests of Martin
and return it to Martin Marietta, it will be voted as you direct. If
Marietta may attend the meeting.
you are a registered shareholder and attend the meeting, you
may deliver your completed proxy card or vote in person.
What constitutes a quorum?
Shareholders whose shares are held by brokers, banks, or other
The presence at the meeting, in person or by proxy, of the
nominees who wish to vote at the meeting will need to obtain a
holders of a majority of the common stock outstanding on the
proxy form from the institution that holds its shares.
record date constitutes a quorum, permitting shareholders to
take action at the meeting. On March 6, 2020, there were
What can I do if I change my mind after I vote my shares?
62,143,706 shares outstanding of Martin Marietta’s common
Even if you have submitted your vote, you may revoke your
stock, $.01 par value per share.
proxy and change your vote at any time before voting begins at
the Annual Meeting.
Who will oversee the voting results?
Votes cast by proxy or in person at the Annual Meeting will be
Registered shareholders: Registered shareholders may change
tabulated by an independent inspector of election appointed by
their votes in one of two ways:
Martin Marietta’s Board of Directors for the Annual Meeting
from American Stock Transfer & Trust Company, Martin • by voting on a later date by telephone or over the Internet
Marietta’s transfer agent, or such other person as appointed by (only your last dated proxy card or telephone or Internet
the Chairman of the Board if a representative of American Stock vote is counted); or
Transfer & Trust Company is unable to attend the Annual • by delivering a later dated proxy card to our Secretary,
Meeting. The inspector of election will determine whether a either prior to or at the meeting; or by voting your shares in
quorum is present. For purposes of determining the presence of person at the meeting. In order to vote your shares at the
a quorum, abstentions and broker non-votes (which are meeting, you must specifically revoke a previously
described below) will be counted as shares that are present and submitted proxy.
entitled to vote.
2020 PROXY STATEMENT 71