Martin Marietta Materials Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of ten directors to serve one-year terms expiring at the 2027 Annual Meeting.

2. 2

   Ratification of Independent Auditors

   ManagementBoard: FOR

   Ratify appointment of PricewaterhouseCoopers LLP as independent auditors for 2026.

3. 3

   Advisory Vote to Approve Named Executive Officers’ Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote approving the company’s executive compensation disclosure and program for the named executive officers (NEOs). Management seeks shareholder endorsement as a governance signal reflecting alignment between pay and performance; the Board recommends a “FOR” vote, citing pay-for-performance design, significant variable compensation, and responsiveness to shareholder feedback (including adoption of a formulaic short-term incentive and disclosure of thresholds and maximums). The advisory vote does not alter compensation directly but informs the Board’s future decisions; high prior approval (94.8% in 2025) demonstrates shareholder support. The proposal is routine in modern proxy practice but remains material for governance and engagement; investors will weigh detailed CD&A disclosures showing robust short- and long-term incentive structures (PSUs weighted 55%, RSUs 45%), clawback policy, stock ownership guidelines, and linkages between TSR/Adjusted EBITDA and payouts. The Board’s recommendation emphasizes historical alignment between compensation paid and strong financial results in 2025, while critics could point to significant payouts in 2025 (e.g., PSUs paid at 217% for 2023-2025 cycle) as potential overpayment concerns; management addresses this by noting exceptional company performance and safeguards like capped PSU payouts if TSR negative and a Resilience Scorecard. Overall, the Board argues that the program appropriately rewards long-term value creation while retaining flexibility to respond to shareholder feedback.

4. 4

   Approval of the Amended and Restated Stock-Based Award Plan

   ManagementBoard: FOR

   Approve amended and restated plan adding 1.2 million shares, removing default single-trigger vesting, and setting limits on non-employee director compensation.

   More detail

   This management proposal requests shareholder approval to amend and restate the company's long-standing equity incentive plan to add 1.2 million shares to the reserve, eliminate automatic single-trigger vesting in change-of-control events, and impose a $750,000 annual cap on non-employee director compensation (with limited exceptions up to $1,000,000). Management frames the amendment as necessary to maintain competitive equity compensation for attraction and retention, align executives and directors with long-term shareholder value, and manage dilution prudently. The elimination of single-trigger vesting addresses shareholder governance concerns by generally requiring termination of employment in connection with a change-of-control for accelerated vesting, limiting windfalls. The director pay cap and other plan provisions (minimum vesting periods, limits on repricing/backdating, no evergreen feature) are presented as governance best practices. The Board unanimously recommends approval, emphasizing low historical burn rates (~0.21–0.23%), committee administration by independent directors, and protective clawback and anti- repricing mechanisms. Sponsors will argue the plan balances talent retention with shareholder protections, while potential critics may focus on the share increase and possible dilution, requesting stronger disclosure on long-term burn rate modeling and performance hurdles.

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When is the Martin Marietta Materials Inc 2026 annual meeting?

Martin Marietta Materials Inc (MLM) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Martin Marietta Materials Inc 2026 meeting?

The record date for the Martin Marietta Materials Inc 2026 meeting is Friday, March 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Martin Marietta Materials Inc's 2026 meeting?

The board is presenting 10 director nominees at the Martin Marietta Materials Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Martin Marietta Materials Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Martin Marietta Materials Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.