Item 5.07
Submission of Matters to a Vote of Security Holders.
Martin Marietta Materials, Inc. held its Annual Meeting of Shareholders on May 18, 2017. Of the 62,631,458 shares outstanding and entitled to vote, 57,660,610 shares were represented at the meeting, or a 92.06% quorum. The final results of voting for each matter submitted to a vote of shareholders at the meeting are as follows:
Proposal 1 – Election of Directors
Elected the following three individuals to the Board of Directors to serve as directors for a term of one year until the Annual Meeting of Shareholders in 2018, and until their successors have been duly elected and qualified
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Votes
Cast For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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Sue W. Cole
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53,158,431
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1,374,906
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49,523
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3,077,750
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John J. Koraleski
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54,073,940
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417,763
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91,157
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3,077,750
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Michael J. Quillen
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54,206,661
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331,437
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44,762
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3,077,750
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Stephen P. Zelnak, Jr.
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52,224,650
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2,312,670
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45,540
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3,077,750
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Proposal 2 – Ratification of Appointment of Independent Auditors
Ratified the selection of PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2017. The voting results for this ratification were 57,480,155 shares voted for; 130,996 shares voted against; and 49,459 shares abstained from voting.
Proposal 3 — Advisory Vote on Compensation of Named Executive Officers
Approved, on an advisory basis, the overall compensation paid to the Corporation’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the Proxy Statement. The voting results for this approval were 52,309,700 shares voted for; 2,094,453 shares voted against; 178,707 shares abstained from voting; and there were 3,077,750 broker non-votes.
Proposal 4 – Advisory Vote on the Frequency of Future Shareholder Votes to Approve Compensation of Named Executive Officers
Approved, on an advisory basis, shareholders have an advisory vote on executive compensation every 1 year. The voting results for this approval were 50,252,560 shares voted for every one year; 164,452 shares voted for every two years; 3,995,203 shares voted for every three years; 170,645 shares abstained from voting; and there were 3,077,750 broker non-votes. In accordance with the results of this vote, the Board of Directors determined to implement an annual advisory vote on executive compensation.
Proposal 5 – Advisory Vote on Shareholder Proposal that the Board of Directors Amend the Bylaws to Provide for Proxy Access
Approved, on an advisory basis, the Board of Directors amending the Bylaws to provide for proxy access. The voting results for this approval were 39,461,275 shares voted for; 14,981,640 shares voted against; 139,945 shares abstained from voting; and there were 3,077,750 broker non-votes.