UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 27, 2010
Martin Marietta Materials, Inc.
North Carolina
| 1-12744 | 56-1848578 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 2710 Wycliff Road, Raleigh, North Carolina | 27607 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(919) 781-4550
Not Applicable
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On May 27, 2010, Stephen P. Zelnak, Jr., retired as executive Chairman of the Board of Martin
Marietta Materials, Inc. Mr. Zelnak will continue as non-executive Chairman of the Board following
his retirement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Martin Marietta Materials, Inc. held its Annual Meeting of Shareholders on May 27, 2010. Of the
45,328,859 shares outstanding and entitled to vote, 39,817,206 shares were represented at the
meeting, or an 87.8% quorum. The final results of voting for each matter submitted to a vote of
stockholders at the meeting are as follows:
Proposal 1 — Election of Directors
Elected the following three individuals to the Board of Directors to serve as directors for a term
of three years until the Annual Meeting of Shareholders in 2013, and until their successors have
been duly elected and qualified:
| Votes | Votes | Votes | Broker | |||||||||||||
| Cast For | Withheld | Abstained | Non-Votes | |||||||||||||
C. Howard Nye |
36,741,113 | 208,549 | — | 2,867,544 | ||||||||||||
Laree E. Perez |
36,067,104 | 882,558 | — | 2,867,544 | ||||||||||||
Dennis L. Rediker |
36,060,438 | 889,224 | — | 2,867,544 | ||||||||||||
Proposal 2 — Ratification of Appointment of Independent Auditors
Ratified the selection of Ernst & Young LLP as independent auditors for the year ending
December 31, 2010. The voting results for this ratification were 38,693,314 — For ; 1,097,543 —
Against ; and 26,349 — Abstained .
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 hereunto duly authorized.
| MARTIN MARIETTA MATERIALS, INC. | ||||
| (Registrant) | ||||
| Date: May 28, 2010 | By: | /s/ Anne H. Lloyd | ||
| Anne H. Lloyd, | ||||
| Executive Vice President and Chief Financial Officer | ||||