01—Abstract
Summary
Summary of the 8-K filed May 15, 2025. Cited figures are marked; the original filing is the authoritative source.
Martin Marietta Materials, Inc. held its Annual Meeting of Shareholders on May 15, 2025.
Of the 60,600,290 shares outstanding and entitled to vote, 55,756,777 shares were represented, a 92%a quorum. The filing reports final voting results for four proposals. Shareholders elected all ten director nominees to one-year terms ending at the 2026 Annual Meeting.
Dorothy M. Ables and C. Howard Nye received the fewest votes for, at 51,558,551 and 51,634,797 respectively, with 1,776,880 and 1,755,288 votes against.
Shareholders also ratified PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2025, with 55,338,062 votes for and 390,817 against. Shareholders approved, on an advisory basis, the compensation paid to the named executive officers, with 50,476,635 votes for and 2,760,192 against. They also approved the 2025 Employee Stock Purchase Plan, adopted by the Board on February 20, 2025, with 53,300,639 votes for and 41,222 against.
02—Key points
Key Highlights
- Quorum of 92% was achieved, with 55,756,777 of 60,600,290 outstanding and entitled shares represented at the meeting.
- All ten director nominees were elected to one-year terms ending at the 2026 Annual Meeting.
- Dorothy M. Ables and C. Howard Nye had the lowest support among director nominees, with 51,558,551 and 51,634,797 votes for and 1,776,880 and 1,755,288 votes against, respectively.
- PricewaterhouseCoopers LLP was ratified as independent auditors for 2025, with 55,338,062 votes for and 390,817 against.
- The advisory say-on-pay proposal passed with 50,476,635 votes for and 2,760,192 against, plus 179,335 abstentions and 2,340,615 broker non-votes.
- The 2025 Employee Stock Purchase Plan, adopted by the Board on February 20, 2025, was approved with 53,300,639 votes for and 41,222 against.
03—Questions
Frequently Asked Questions
Who was elected to the Board of Directors at the May 15, 2025 meeting?
Shareholders elected Dorothy M. Ables, Sue W. Cole, Anthony R. Foxx, John J. Koraleski, Mary T. Mack, C. Howard Nye, Laree E. Perez, Thomas H. Pike, Donald W. Slager, and David C. Wajsgras. Each serves a one-year term until the 2026 Annual Meeting or until a successor is duly elected and qualified.
Which auditor was ratified for the 2025 fiscal year?
Shareholders ratified PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2025. The vote was 55,338,062 for, 390,817 against, and 27,898 abstentions.
Did shareholders approve executive compensation?
Yes. On an advisory basis, shareholders approved the overall compensation of the named executive officers, as disclosed under Item 402 of Regulation S-K in the Proxy Statement. The vote was 50,476,635 for, 2,760,192 against, 179,335 abstentions, and 2,340,615 broker non-votes.
What was approved regarding employee stock purchases?
Shareholders approved the 2025 Employee Stock Purchase Plan, which the Board of Directors adopted on February 20, 2025. The vote was 53,300,639 for, 41,222 against, 74,301 abstentions, and 2,340,615 broker non-votes.
04—Continue