Page 77 - Proxy Statement - 2020

Annual Meeting and Voting Information /

Where can I find out more information about Martin Who is paying for this proxy statement?
Marietta? The entire cost of preparing, assembling, printing, and mailing the
We maintain a website at www.martinmarietta.com where you Notice of Meeting, this proxy statement, and proxies, and the cost of
can find additional information about Martin Marietta. Visitors soliciting proxies relating to the meeting, if any, has been or will be
to the website can view and print copies of Martin Marietta’s paid by Martin Marietta. In addition to use of the mail, proxies may
SEC filings, including periodic and current reports on Forms be solicited by Directors, officers, and other regular employees of
10-K, 10-Q and 8-K, as soon as reasonably practicable after Martin Marietta by telephone, facsimile, or personal solicitation, and
those filings are made with the SEC. Copies of the charters for no additional compensation will be paid to such individuals. Martin
each of our Audit Committee, Management Development and Marietta will use the services of Morrow Sodali LLC, 470 West
Compensation Committee, and Nominating and Corporate Avenue, Stamford, CT 06902, a professional soliciting organization,
Governance Committee, Corporate Governance Guidelines,as to assist in obtaining in person or by proxy shareholder votes. Martin
well as our Code of Ethical Business Conduct are all available Marietta estimates its expenses for solicitation services will not
through the website. Alternatively, our shareholders and exceed $10,000. Martin Marietta will, if requested, reimburse banks,
other interested parties may obtain, without charge, brokerage houses and other custodians, nominees and certain
copies of all of these documents by writing to the fiduciaries for their reasonable expenses incurred in mailing proxy
Corporate Secretary, Martin Marietta, 2710 Wycliff Road, materials to their principals.
Raleigh, NC 27607. Please note that the information contained
on Martin Marietta’s website is not incorporated by reference in,
or considered to be a part of, this document.

Incorporation by Reference

The Audit Committee Report beginning on page 32 and the Securities Act of 1933 or the Securities Exchange Act of 1934, or
Management Development and Compensation Committee subject to Regulation 14A or to the liabilities of Section 18 of the
Report beginning on page 33 do not constitute soliciting Exchange Act, except to the extent that Martin Marietta specifically
material and should not be deemed filed or incorporated by requests that the information be treated as soliciting material or
reference into any other filing by Martin Marietta under the specifically incorporates such information by reference.

Shareholders’ Proposals for 2021 Annual Meeting

Proposals by shareholders intended to be presented at the 2021 with respect to the submission of any other shareholder
Annual Meeting of Shareholders of Martin Marietta must be proposal nor shall it obligate Martin Marietta to waive these
received by the Secretary of Martin Marietta no later than requirements with respect to future submissions of the
December 18, 2020 in order to be included in the proxy shareholder proposal or any other shareholder proposal. Our
statement and on the proxy card that will be solicited by the Bylaws provide a proxy access right to permit a shareholder, or a
Board of Directors in connection with that meeting. The group of up to 20 shareholders, owning at least 3% of our
inclusion of any proposal will be subject to applicable rules of outstanding common stock continuously for at least three years,
the SEC. In addition, the Bylaws of Martin Marietta establish an to nominate and include in our proxy materials director
advance notice requirement for any proposal of business to be nominees constituting up to 25% of the Board of Directors or
considered at an Annual Meeting, including the nomination of two Directors, whichever is greater, provided that the
any person for election as Director. In general, written notice shareholder(s) and the nominee(s) satisfy the requirements
must be received by the Secretary of Martin Marietta at its specified in our Bylaws. Under our Bylaws, compliant notice of
principal executive office, 2710 Wycliff Road, Raleigh, North proxy access Director nominations for the 2020 Annual Meeting
Carolina 27607, not less than 60 days nor more than 90 days must be submitted to the Secretary no earlier than
prior to the first anniversary of the mailing of the preceding November 17, 2020 and no later than December 17, 2020. The
year’s proxy statement in connection with the Annual Meeting notice must contain the information required by the Bylaws. Any
and must contain specified information concerning the matter to shareholder desiring a copy of the Bylaws of Martin Marietta will
be brought before such meeting and concerning the shareholder be furnished one without charge upon written request to the
proposing such a matter. Accordingly, to be considered at the Secretary of Martin Marietta at its principal executive office,
2021 Annual Meeting, proposals must be received by the 2710 Wycliff Road, Raleigh, North Carolina 27607.
Secretary of Martin Marietta no earlier than January 16, 2021
and no later than February 15, 2021. Any waiver by Martin
Marietta of these requirements with respect to the submission of MARTIN MARIETTA MATERIALS, INC.
a particular shareholder proposal shall not constitute a waiver April 16, 2020

2020 PROXY STATEMENT 73