01—Abstract
Summary
Summary of the 8-K filed May 14, 2026. Cited figures are marked; the original filing is the authoritative source.
Martin Marietta Materials, Inc. reported the results of its Annual Meeting of Shareholders held on May 14, 2026.
Of the 60,256,208 shares outstanding and entitled to vote, 54,913,555 were represented, a 91%a quorum. Shareholders elected all ten director nominees to one-year terms ending at the 2027 annual meeting, ratified PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2026, and approved the company's advisory vote on named executive officer compensation. The most significant action was shareholder approval of the Martin Marietta Amended and Restated Stock-Based Award Plan, which the Board of Directors adopted on February 19, 2026.
The plan vote received 51,804,036 shares for, 592,460 against, 96,444 abstentions, and 2,420,615 broker non-votes. A description of the plan appears in Appendix C to the April 15, 2026 proxy statement and is incorporated by reference. The plan is filed as Exhibit 10.1.
For the advisory say-on-pay proposal, 51,322,167 shares voted for, 960,974 against, and 209,799 abstained, with 2,420,615 broker non-votes. Director vote tallies varied, with Dorothy M.
Ables receiving the largest number of votes against (2,225,718) and C. Howard Nye the next largest (1,362,836).
02—Key points
Key Highlights
- Shareholders approved the Martin Marietta Amended and Restated Stock-Based Award Plan, adopted by the Board on February 19, 2026, with 51,804,036 votes for and 592,460 against.
- All ten director nominees were elected to one-year terms expiring at the 2027 Annual Meeting of Shareholders.
- Annual meeting quorum was 91%, with 54,913,555 of 60,256,208 outstanding and eligible shares represented.
- PricewaterhouseCoopers LLP was ratified as independent auditors for fiscal year 2026, with 54,541,009 votes for and 328,309 against.
- The advisory vote on named executive officer compensation passed with 51,322,167 votes for and 960,974 against.
- Dorothy M. Ables received the most votes against any director nominee (2,225,718), followed by C. Howard Nye (1,362,836).
- Details of the stock-based award plan are in Appendix C to the April 15, 2026 proxy statement, and the plan is filed as Exhibit 10.1.
03—Questions
Frequently Asked Questions
What did shareholders approve regarding the stock-based award plan?
Shareholders approved the Martin Marietta Amended and Restated Stock-Based Award Plan, which the Board of Directors adopted on February 19, 2026. The vote was 51,804,036 for, 592,460 against, 96,444 abstentions, and 2,420,615 broker non-votes. A description of the plan is in Appendix C to the April 15, 2026 proxy statement.
Who was elected to the Board of Directors?
Shareholders elected ten individuals: Dorothy M. Ables, Gayla J. Delly, Anthony R. Foxx, Martin J. Lyons, Jr., 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 2027 Annual Meeting of Shareholders or until a successor is elected and qualified.
Which auditor did shareholders ratify, and what was the vote?
Shareholders ratified PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2026. The vote was 54,541,009 for, 328,309 against, and 44,237 abstentions.
How did shareholders vote on executive compensation?
In an advisory vote, shareholders approved the overall compensation of the named executive officers as disclosed in the proxy statement under Item 402 of Regulation S-K. The vote was 51,322,167 for, 960,974 against, 209,799 abstentions, and 2,420,615 broker non-votes.
04—Continue