Beneficial shareholders:
If you hold your shares in street name, you should contact your bank,
broker or other nominee to find out how to revoke your proxy.
How do I vote my 401(k) shares?
Each participant in Martin Mariettas Savings and Investment Plan may direct the trustee as to the manner in which shares of common stock allocated
to the plan participants account are to be voted. If the plan participant does not return a signed voting instruction card to the trustee in a timely manner or returns a card without indicating any voting instructions, the trustee will vote
the shares in the same proportion as shares for which the trustee receives voting instructions for that plan.
Will my broker vote my
shares for me if I do not give voting instructions? What are broker
non-votes?
Brokers holding shares for beneficial owners must vote those shares according to the specific instructions they receive from the beneficial owners. If
specific instructions are not received, brokers may generally vote these shares at their discretion. However, the New York Stock Exchange rules preclude brokers from exercising their voting discretion on certain proposals, such as the election of
Directors and executive compensation matters. In such cases, absent specific instructions from the beneficial owner, the broker may not vote on those proposals. This results in what is known as a broker
non-vote.
The approval of the ratification of the appointment of independent auditors is not a proposal subject to this rule. Accordingly, if you want your broker to vote your shares on the election of
Directors or, the approval on an advisory basis of the compensation of our named executive officers, you must provide specific voting instructions to your broker. Conversely, any broker holding shares for you may vote your shares at their discretion
with respect to the ratification of the appointment of independent auditors unless you give them specific instructions on how you wish for them to vote.
What vote is required to approve each item?
Martin Marietta amended its Articles of Incorporation following the
2013 Annual Meeting of Shareholders to provide for majority voting in the election of Directors. As a result, in an uncontested Director election (
i.e.
, an election where the only nominees are those proposed by our Board of Directors, such as
at the 2018 Annual Meeting), Directors are elected by a majority of the votes cast by holders of our common stock present in person or by proxy at the meeting. For purposes of uncontested Director elections, a majority of votes cast means that the
number of votes cast for a nominees election exceeds the number of votes cast against that nominees election. Abstentions and broker
non-votes
will not be counted as votes
cast in the election of Directors and will have no effect on the outcome of the election of Directors.
Under North Carolina law, if an incumbent
director is not
re-elected
at an Annual Meeting of Shareholders, then, even though his or her term has expired, the incumbent director
continues to serve in office as a holdover director until his or her successor is elected or until there is a decrease in the number of directors.
North Carolina law further provides that if the shareholders fail to elect the full authorized number of directors, a board of directors may fill the
vacancy by electing a successor. Accordingly, Martin Mariettas Articles of Incorporation provide that if a nominee is not elected by a vote of the majority of the votes cast with respect to that nominees election, the Board of Directors
may decrease the number of Directors, fill any vacancy or take other appropriate action.
The ratification of the selection of independent auditors,
the advisory vote to approve the compensation of the named executive officers, and any other proposal presented at the meeting, will be approved if more votes are cast by proxy or in person in favor of the proposal than are cast against it.
Abstentions and broker
non-votes,
if any, will not be counted for or against any of these
proposals.
Where can I find voting results for the Annual Meeting?
We will announce preliminary voting results at the conclusion of the meeting and publish final results in a Current Report on Form
8-K
filed with the Securities and Exchange Commission within four business days after the Annual Meeting.
Where can I find out more information about Martin Marietta?
We maintain a website at
www.martinmarietta.com
where you can find additional information about Martin Marietta. Visitors to the website can view
and print copies of Martin Mariettas SEC filings, including periodic and current reports on Forms
10-K,
10-Q
and
8-K,
as
soon as reasonably practicable after those filings are made with the SEC. Copies of the charters for each of our Audit Committee, Management Development and Compensation Committee, and Nominating and Corporate Governance Committee,
Corporate
Governance Guidelines
, as well as our
Code of Ethical Business Conduct
are all available through the website. Alternatively,
our shareholders and other interested parties may obtain, without charge, copies of all of these
documents by writing to the Corporate Secretary, Martin Marietta, 2710 Wycliff Road, Raleigh, NC 27607
. Please note that the information contained on Martin Mariettas website is not incorporated by reference in, or considered to be a
part of, this document.
Who is paying for this proxy statement?
The entire cost of preparing, assembling, printing, and mailing the Notice of Meeting, this proxy statement, and proxies, and the cost of soliciting
proxies relating to the meeting, if any, has been or will be paid by Martin Marietta. In addition to use of the mail, proxies may be solicited by Directors, officers, and other regular employees of Martin Marietta by telephone, facsimile, or
personal solicitation, and no additional compensation will be