Martin Marietta Materials (MLM) Proxy Filing summary

Executive summary

• Achieved record safety performance in 2024, with world-class lost time and total injury incident rates and 99.9% of employees experiencing zero lost-time incidents.

• Delivered solid financial results despite weather and market challenges, including a 9% increase in gross profit per ton and a 7% dividend increase, returning $639 million to shareholders.

• Completed nearly $4 billion in acquisitions and over $2 billion in divestitures, optimizing the portfolio for growth and resilience.

• Maintained strong shareholder engagement, reaching out to over 50 top shareholders representing 75% of shares, and incorporated feedback into sustainability and governance practices.

Voting matters and shareholder proposals

• Election of 10 directors for one-year terms.

• Ratification of PricewaterhouseCoopers LLP as independent auditors for 2025.

• Advisory vote to approve executive compensation (Say-on-Pay).

• Approval of the 2025 Employee Stock Purchase Plan, allowing employees to purchase stock at a discount.

Board of directors and corporate governance

• Board consists of 10 members, 9 of whom are independent; 44% of independent directors are women and 20% are ethnically diverse.

• Annual election of directors, majority voting standard, proxy access, and no poison pill.

• Board committees are fully independent and conduct annual self-assessments.

• Board refreshment includes 8 new directors in the past 10 years; average tenure is 9.3 years.