Martin Marietta Materials (MLM) Proxy filing summary

Executive summary

• Achieved world-class safety performance in 2025, with a lost time incident rate (LTIR) of 0.17 and total injury incident rate (TIIR) of 0.69, maintaining industry-leading safety for multiple consecutive years.

• Delivered record financial results: $6.2B in revenues (+9%), $1.0B net earnings, $1.8B cash flow from operations (+22%), and $2.1B adjusted EBITDA (+17%).

• Completed SOAR 2025 strategic plan, driving portfolio transformation through $6.3B in strategic transactions, including major asset exchanges and acquisitions.

• Returned $647M to shareholders via dividends and share repurchases, with a 5% dividend increase in August 2025.

• Outperformed S&P 500 with a 21% total shareholder return in 2025 and 126% cumulative TSR since 2021.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 10 directors, ratification of PricewaterhouseCoopers as independent auditors for 2026, advisory approval of executive compensation (Say-on-Pay), and approval of the Amended and Restated Stock-Based Award Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 nominees, 90% independent, with diverse skills and backgrounds; two directors retiring and two new nominees proposed.

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

• Board conducts annual self-assessments and committee rotations to ensure effectiveness and refreshment.

• Lead Independent Director role to transition to Donald W. Slager upon retirement of current lead.