Martin Marietta (MLM) shareholders approve directors, auditor, pay and stock plan

Rhea-AI Filing Summary

Martin Marietta Materials, Inc. reported the results of its annual shareholder meeting held on May 14, 2026. Shareholders approved the Martin Marietta Amended and Restated Stock-Based Award Plan and all other management proposals.

Of the 60,256,208 shares outstanding and entitled to vote, 54,913,555 were represented, giving a 91% quorum. Ten directors were elected, each receiving over 50 million votes cast for. Shareholders ratified PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2026, with 54,541,009 shares voted for and 328,309 shares against. They also approved, on an advisory basis, the compensation of named executive officers, with 51,322,167 shares for and 960,974 against, and separately approved the amended and restated stock-based award plan, with 51,804,036 shares for and 592,460 against.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding entitled to vote: 60,256,208 shares Shares represented at meeting: 54,913,555 shares Quorum percentage: 91% +5 more

8 metrics

Shares outstanding entitled to vote 60,256,208 shares Annual Meeting of Shareholders voting base

Shares represented at meeting 54,913,555 shares Annual meeting attendance; 91% quorum

Quorum percentage 91% Proportion of outstanding shares represented

Auditor ratification votes for 54,541,009 shares Ratification of PricewaterhouseCoopers LLP for 2026

Say-on-pay votes for 51,322,167 shares Advisory approval of named executive officer compensation

Stock plan approval votes for 51,804,036 shares Approval of Amended and Restated Stock-Based Award Plan

Broker non-votes on key items 2,420,615 shares Non-votes on director, pay, and stock plan proposals

Votes for director Gayla J. Delly 52,391,823 shares Election to Board of Directors

Key Terms

broker non-votes, Advisory Vote on Compensation of Named Executive Officers, Amended and Restated Stock-Based Award Plan, independent auditors, +1 more

5 terms

broker non-votes financial

"and there were 2,420,615 broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Advisory Vote on Compensation of Named Executive Officers financial

"Proposal 3 — Advisory Vote on Compensation of Named Executive Officers Approved, on an advisory basis,"

Amended and Restated Stock-Based Award Plan financial

"Approval of the Martin Marietta Amended and Restated Stock-Based Award Plan"

independent auditors financial

"Ratified the selection of PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2026."

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Annual Meeting of Shareholders financial

"Martin Marietta Materials, Inc. held its Annual Meeting of Shareholders on May 14, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

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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 14, 2026

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2026, the shareholders of Martin Marietta Materials, Inc. (the “Company”) voted to approve the Martin Marietta Amended and Restated Stock-Based Award Plan (the “Plan”). A description of the Plan is included as Appendix C in the Company’s definitive proxy statement for the annual meeting of shareholders held on May 14, 2026, filed with the Securities and Exchange Commission on April 15, 2026 (the "Proxy Statement"), which description is incorporated herein by reference.

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

Martin Marietta Materials, Inc. held its Annual Meeting of Shareholders on May 14, 2026. Of the 60,256,208 shares outstanding and entitled to vote, 54,913,555 shares were represented at the meeting, or a 91% 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 2027, and until their successors have been duly elected and qualified:

		Votes Cast For		Votes Against		Votes Abstained		Broker Non-Votes
Dorothy M. Ables		50,202,739		2,225,718		64,483		2,420,615
Gayla J. Delly		52,391,823		71,523		29,594		2,420,615
Anthony R. Foxx		52,247,028		215,584		30,328		2,420,615
Martin J. Lyons, Jr.		52,384,015		77,582		31,343		2,420,615
Mary T. Mack		52,176,430		260,609		55,901		2,420,615
C. Howard Nye		51,106,958		1,362,836		23,146		2,420,615
Laree E. Perez		51,548,634		917,215		27,091		2,420,615
Thomas H. Pike		52,203,337		266,066		23,537		2,420,615
Donald W. Slager		51,997,780		465,916		29,244		2,420,615
David C. Wajsgras		52,197,364		265,175		30,401		2,420,615

Proposal 2 – Ratification of Appointment of Independent Auditors

Ratified the selection of PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2026. The voting results for this ratification were 54,541,009 shares voted for; 328,309 shares voted against; and 44,237 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 Company’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 51,322,167 shares voted for; 960,974 shares voted against; 209,799 shares abstained from voting; and there were 2,420,615 broker non-votes.

Proposal 4 — Approval of the Martin Marietta Amended and Restated Stock-Based Award Plan

Approved the Martin Marietta Amended and Restated Stock-Based Award Plan adopted by the Board of Directors on February 19, 2026. The voting results for this approval were 51,804,036 shares voted for; 592,460 shares voted against; 96,444 shares abstained from voting; and there were 2,420,615 broker non-votes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Martin Marietta Amended and Restated Stock-Based Award Plan (incorporated by reference to Appendix C to the definitive proxy statement on Schedule 14A filed by Martin Marietta Materials, Inc. on April 15, 2026 (File No. 001-12744))

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 14, 2026	By:	/s/ George F. Schoen
			George F. Schoen, Executive Vice President, General Counsel and Corporate Secretary

FAQ

What did Martin Marietta (MLM) shareholders approve at the 2026 annual meeting?

Shareholders approved all management proposals, including board elections, auditor ratification, executive pay, and a revised stock-based award plan. Ten directors were elected, and the stock plan and say-on-pay vote each received over 51 million shares in favor.

How many Martin Marietta (MLM) shares were represented at the 2026 annual meeting?

A total of 54,913,555 shares were represented at the meeting, out of 60,256,208 shares outstanding and entitled to vote. This produced a 91% quorum, indicating very strong shareholder participation in the voting process.

How did Martin Marietta (MLM) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the compensation of named executive officers. There were 51,322,167 shares voted for, 960,974 against, 209,799 abstentions, and 2,420,615 broker non-votes, signaling broad but not unanimous support for the pay program.

What were the voting results for Martin Marietta’s amended stock-based award plan?

The amended and restated stock-based award plan was approved. Voting results were 51,804,036 shares for, 592,460 against, 96,444 abstentions, and 2,420,615 broker non-votes, showing strong shareholder backing for the company’s long-term equity incentive framework.

Which auditor did Martin Marietta (MLM) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2026. The vote recorded 54,541,009 shares for, 328,309 against, and 44,237 abstentions, reflecting broad support for continuing with the same audit firm.

Were all Martin Marietta (MLM) director nominees elected in 2026?

Yes, all ten director nominees were elected to one-year terms ending at the 2027 annual meeting. Each director received more than 50 million votes cast for, with relatively small numbers of votes against or abstentions and 2,420,615 broker non-votes reported.

Filing Exhibits & Attachments

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