Page 76 - Proxy Statement - 2020

/ Annual Meeting and Voting Information

Beneficial shareholders: If you hold your shares in street name, may fill the vacancy by electing a successor. Accordingly, Martin
you should contact your bank, broker or other nominee to find Marietta’s Articles of Incorporation provide that if a nominee is not
out how to revoke your proxy. elected by a vote of the majority of the votes cast with respect to
that nominee’s election, the Board of Directors may decrease the
How do I vote my 401(k) shares? number of Directors, fill any vacancy or take other appropriate
Each participant in Martin Marietta’s Savings and Investment action.
Plan may direct the trustee as to the manner in which shares of
common stock allocated to the plan participant’s account are to The ratification of the selection of independent auditors, the
be voted. If the plan participant does not return a signed voting advisory vote to approve the compensation of the named
instruction card to the trustee in a timely manner or returns a executive officers, and any other proposal presented at the
card without indicating any voting instructions, the trustee will meeting, will be approved if more votes are cast by proxy or in
vote the shares in the same proportion as shares for which the person in favor of the proposal than are cast against it.
trustee receives voting instructions for that plan.
Abstentions and broker non-votes, if any, will not be counted
Will my broker vote my shares for me if I do not give “for” or “against” any of these proposals.
voting instructions? What are “broker non-votes”?
Brokers holding shares for beneficial owners must vote those What is required to attend the meeting?
shares according to the specific instructions they receive from Attendance at the Annual Meeting will be limited to our
the beneficial owners. If specific instructions are not received, shareholders as of the record date of March 6, 2020 and their
brokers may generally vote these shares at their discretion. proxies. If you are a shareholder and plan to attend the Annual
However, the NYSE rules preclude brokers from exercising their Meeting and your shares are held in street name (for example, if
voting discretion on certain proposals, such as the election of your shares are held through an account maintained by a bank
Directors and executive compensation matters. In such cases, or securities broker), you must present evidence of your stock
absent specific instructions from the beneficial owner, the ownership as of March 6, 2020 in order to be admitted to the
broker may not vote on those proposals. This results in what is Annual Meeting. You can obtain this evidence from your bank
known as a “broker non-vote.” The approval of the ratification or brokerage firm. If your shares are held in street name as of
of the appointment of independent auditors is not a proposal March 6, 2020 and you intend to vote your shares at the Annual
subject to this rule. Accordingly, if you want your broker to vote Meeting, you must also request a legal proxy appointment from
your shares on the election of Directors or, the approval on an your bank, broker or other nominee and present that proxy
advisory basis of the compensation of our named executive appointment at the Annual Meeting’s registration desk.
officers, you must provide specific voting instructions to your Whether you are a registered shareholder, your shares are held
broker. Conversely, any broker holding shares for you may vote in street name, or you are a duly authorized proxy for a
your shares at their discretion with respect to the ratification of shareholder, a government-issued identification will be required
the appointment of independent auditors unless you give them to obtain admittance to the Annual Meeting.
specific instructions on how you wish for them to vote.
We speak to almost all of our largest shareholders each year and
What vote is required to approve each item? we rarely have any shareholders in attendance at our
Martin Marietta amended its Articles of Incorporation following shareholders’ meetings. In addition, the proposals to be
the 2013 Annual Meeting of Shareholders to provide for considered at the 2020 Annual Meeting are routine. For these
majority voting in the election of Directors. As a result, in an reasons, we currently intend to hold the Annual Meeting in
uncontested Director election (i.e., an election where the only person. We are actively monitoring developments regarding
nominees are those proposed by our Board of Directors, such as COVID-19 and are sensitive to public health concerns and the
at the 2020 Annual Meeting), Directors are elected by a majority protocols that federal, state, and local governments may impose.
of the votes cast by holders of our common stock present in In the event that alternative arrangements for the Annual
person or by proxy at the meeting. For purposes of uncontested Meeting are required, we intend to promptly advise our
Director elections, a majority of votes cast means that the shareholders. Please monitor our website, https://
number of votes cast “for” a nominee’s election exceeds the ir.martinmarietta.com/events-presentations, for updated
number of votes cast “against” that nominee’s election. information if you are planning to attend the Annual Meeting. To
Abstentions and broker non-votes will not be counted as votes assist with logistical planning for the Annual Meeting, we request
cast in the election of Directors and will have no effect on the that shareholders planning on attending the Annual Meeting
outcome of the election of Directors. notify us by email at corporatesecretary@martinmarietta.com.
Providing such notice is not required for attendance at the
Under North Carolina law, if an incumbent director is not Annual Meeting and is requested solely to assist in our planning.
re-elected at an Annual Meeting, then, even though his or her
term has expired, the incumbent director continues to serve in Where can I find voting results for the Annual Meeting?
office as a holdover director until his or her successor is elected We will announce preliminary voting results at the conclusion of
or until there is a decrease in the number of directors. the meeting and publish final results in a Current Report on
Form 8-K filed with the Securities and Exchange Commission
North Carolina law further provides that if the shareholders fail to within four business days after the Annual Meeting.
elect the full authorized number of directors, a board of directors

72 2020 PROXY STATEMENT