--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-224306" form_type: "8-K" ticker: "MLM" cik: "0000916076" company_name: "MARTIN MARIETTA MATERIALS INC" filed_at: "2026-05-14T21:07:51+00:00" generated_at: "2026-05-14T21:10:29.818042+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Martin Marietta shareholders elect directors, approve stock-based award plan at annual meeting ## Summary - 91% quorum (54.9M of 60.3M shares) at May 14, 2026 annual meeting. - All 10 director nominees elected with votes for ranging from 50.2M to 52.4M. - PricewaterhouseCoopers ratified as auditor for 2026 with 54.5M for, 328K against. - Advisory say-on-pay approved with 51.3M for, 961K against, 2.4M broker non-votes. - Amended stock-based award plan approved with 51.8M for, 592K against. ## SEC filing metadata - accession: 0001193125-26-224306 - form_type: 8-K - ticker: MLM - cik: 0000916076 - company_name: MARTIN MARIETTA MATERIALS INC - filed_at: 2026-05-14T21:07:51+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/916076/000119312526224306/0001193125-26-224306-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/916076/000119312526224306/mlm-20260514.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-224306 - JSON: https://secwatch.observer/filing/0001193125-26-224306.json - Plain text: https://secwatch.observer/filing/0001193125-26-224306.txt ## Key facts - Shareholder Votes MARTIN MARIETTA MATERIALS INC shareholders approved Approval of the Martin Marietta Amended and Restated Stock-Based Award Plan at the 2026-05-14 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-05-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/916076/000119312526224306/0001193125-26-224306-index.htm - Shareholder Votes MARTIN MARIETTA MATERIALS INC shareholders approved Election of ten directors to the Board of Directors for a one-year term at the 2026-05-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-14 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/916076/000119312526224306/0001193125-26-224306-index.htm - Shareholder Votes MARTIN MARIETTA MATERIALS INC shareholders approved Ratification of Appointment of Independent Auditors at the 2026-05-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/916076/000119312526224306/0001193125-26-224306-index.htm - Shareholder Votes MARTIN MARIETTA MATERIALS INC shareholders approved Advisory Vote on Compensation of Named Executive Officers at the 2026-05-14 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/916076/000119312526224306/0001193125-26-224306-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.