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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 12, 2022

 

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)

(919) 781-4550

(Registrant’s Telephone Number, Including Area Code)

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))

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. ☐

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

New York Stock Exchange

 

 

 

 

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

Martin Marietta Materials, Inc. held its Annual Meeting of Shareholders on May 12, 2022.  Of the 62,283,941 shares outstanding and entitled to vote, 57,210,507 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 eleven individuals to the Board of Directors to serve as directors for a term of one year until the Annual Meeting of Shareholders in 2023, and until their successors have been duly elected and qualified:

 

 

Votes

Cast For

 

Votes

Against

 

Votes

Abstained

 

Broker

Non-Votes

 

 

 

 

 

 

 

 

 

Dorothy M. Ables

 

53,715,437

 

648,477

 

15,760

 

2,830,833

 

 

 

 

 

 

 

 

 

Sue W. Cole

 

52,632,663

 

1,718,427

 

28,584

 

2,830,833

 

 

 

 

 

 

 

 

 

Smith W. Davis

 

52,675,425

 

1,687,388

 

16,861

 

2,830,833

 

 

 

 

 

 

 

 

 

Anthony R. Foxx

 

53,421,154

 

937,658

 

20,862

 

2,830,833

 

 

 

 

 

 

 

 

 

John J. Koraleski

 

52,469,740

 

1,846,330

 

63,604

 

2,830,833

 

 

 

 

 

 

 

 

 

C. Howard Nye

 

51,369,262

 

2,992,364

 

18,048

 

2,830,833

 

 

 

 

 

 

 

 

 

Laree E. Perez

 

51,939,899

 

2,423,212

 

16,563

 

2,830,833

 

 

 

 

 

 

 

 

 

Thomas H. Pike

 

53,647,381

 

714,852

 

17,441

 

2,830,833

 

 

 

 

 

 

 

 

 

Michael J. Quillen

 

52,809,723

 

1,540,087

 

29,864

 

2,830,833

 

 

 

 

 

 

 

 

 

Donald W. Slager

 

52,048,664

 

2,266,950

 

64,060

 

2,830,833

 

 

 

 

 

 

 

 

 

David C. Wajsgras

 

53,729,374

 

632,891

 

17,409

 

2,830,833

 

 

 

 

 

 

 

 

 

Proposal 2 – Ratification of Appointment of Independent Auditors

Ratified the selection of PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2022.  The voting results for this ratification were 57,066,746 shares voted for; 87,339 shares voted against; and 56,422 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 50,822,977 shares voted for; 3,360,122 shares voted against; 196,575 shares abstained from voting; and there were 2,830,833 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 hereunto duly authorized.

 

 

 

 

MARTIN MARIETTA MATERIALS, INC.

 

 

 

 

 

(Registrant)

 

Date: May 13, 2022

 

 

By:

 

/s/ Roselyn R. Bar

 

 

 

 

 

Roselyn R. Bar,

 

 

 

 

 

Executive Vice President, General Counsel and Corporate Secretary

 

 

 

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