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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2023

 

 

Martin Marietta Materials, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

North Carolina

1-12744

56-1848578

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

4123 Parklake Avenue

 

Raleigh, North Carolina

 

27612

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 919 781-4550

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $.01 par value per share

 

MLM

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Martin Marietta Materials, Inc. held its Annual Meeting of Shareholders on May 11, 2023. Of the 61,996,967 shares outstanding and entitled to vote, 57,058,150 shares were represented at the meeting, or a 92% 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 ten individuals to the Board of Directors to serve as directors for a term of one year until the Annual Meeting of Shareholders in 2024, and until their successors have been duly elected and qualified:

Votes

Cast For

Votes

Against

Votes

Abstained

Broker

Non-Votes

Dorothy M. Ables

50,262,019

3,960,741

38,679

2,796,711

Sue W. Cole

51,109,685

3,118,478

33,276

2,796,711

Anthony R. Foxx

52,843,727

1,382,106

35,606

2,796,711

John J. Koraleski

51,640,486

2,586,351

34,602

2,796,711

C. Howard Nye

51,176,369

3,048,102

36,968

2,796,711

Laree E. Perez

51,297,859

2,929,486

34,094

2,796,711

Thomas H. Pike

52,733,010

1,494,067

34,362

2,796,711

Michael J. Quillen

52,094,964

2,131,655

34,820

2,796,711

Donald W. Slager

51,880,100

2,340,531

40,808

2,796,711

David C. Wajsgras

52,629,080

1,592,076

40,283

2,796,711

 

Proposal 2 – Ratification of Appointment of Independent Auditors

Ratified the selection of PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2023. The voting results for this ratification were 56,796,833 shares voted for; 191,336 shares voted against; and 69,981 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 39,881,508 shares voted for; 14,273,470 shares voted against; 106,461 shares abstained from voting; and there were 2,796,711 broker non-votes.

 

Proposal 4 — Advisory Vote on the Frequency of Executive Compensation Vote

Approved, on an advisory basis, shareholders have an advisory vote on executive compensation every one year. The voting results for this approval were 53,476,702 shares voted for every one year; 20,343 shares voted for every two years; 721,807 shares voted for every three years; 42,587 shares abstained from voting; and there were 2,796,711 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 — Shareholder Proposal Requesting the Establishment Within a Year of GHG Reduction Targets

An advisory vote on a shareholder proposal that Martin Marietta, within a year, issue near, medium and long-term science-based GHG reduction targets. The voting results were 17,131,415 shares voted for; 35,082,112 shares voted against; 2,047,912 shares abstained from voting; and there were 2,796,711 broker non-votes.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

MARTIN MARIETTA MATERIALS, INC.

 

 

 

 

Date:

May 12, 2023

By:

/s/ Roselyn R. Bar

 

 

 

Roselyn R. Bar,
Executive Vice President, General Counsel and Corporate Secretary

 
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