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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 12, 2011
Martin Marietta Materials, Inc.
(Exact Name of Registrant as Specified in Its Charter)
North Carolina
(State or Other Jurisdiction of Incorporation)
| 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
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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))
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| Item 5.07 Submission of Matters to a Vote of Security Holders. | ||||||||
| SIGNATURES | ||||||||
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Martin Marietta Materials, Inc. held its Annual Meeting of Shareholders on May 12, 2011. Of the
45,496,606 shares outstanding and entitled to vote, 42,477,069 shares were represented at the
meeting, or a 93.36% 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 2014, and until their successors have
been duly elected and qualified:
| Votes | Votes | Votes | Broker | |||||||||||||
| Cast For | Withheld | Abstained | Non-Votes | |||||||||||||
Sue W. Cole |
36,263,126 | 4,217,822 | — | 1,996,121 | ||||||||||||
Michael J. Quillen |
36,263,985 | 4,216,963 | — | 1,996,121 | ||||||||||||
Stephen P. Zelnak, Jr. |
36,253,497 | 4,227,451 | — | 1,996,121 | ||||||||||||
Proposal 2 — Ratification of Appointment of Independent Auditors
Ratified the selection of Ernst & Young LLP as independent auditors for the year ending
December 31, 2011. The voting results for this ratification were 41,040,435 — For ; 1,405,138 —
Against ; and 31,496 — Abstained.
Proposal 3 — Advisory Vote on Compensation of Named Executive Officers
Approved, on an advisory basis, the overall compensation paid to the Corporation’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 39,946,570 shares voted for; 462,784 shares voted against; 71,590
shares abstained from voting; and there were 1,996,125 broker non-votes.
Proposal 4 — Advisory Vote on the Frequency of the Advisory Vote on Compensation of Named
Executive Officers
Approved,
on an advisory basis, “every one year” for the frequency of the future advisory
shareholder vote on the compensation of the Corporation’s named executive officers. The voting
results for this approval were 25,986,459 shares voted for “every one year”; 1,591,241 shares voted
for “every two years”; 12,833,803 shares for “every three years”; 69,436 shares abstained from
voting; and there were 1,996,130 broker non-votes.
In accordance with the results of this vote, the Board of Directors determined to implement an
annual advisory vote on executive compensation.
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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) |
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| Date: May 18, 2011 | By: | /s/ Anne H. Lloyd | ||
| Anne H. Lloyd, | ||||
| Executive Vice President and Chief Financial Officer |
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