MARTIN MARIETTA MATERIALS INC

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

Dear Shareholders:

It is my pleasure to invite you to attend Martin Marietta’s 2024 Annual Meeting of Shareholders on Thursday, May 16, 2024. This document provides some of the highlights of our key actions and important decisions in 2023, as well as information about our financial and other performance. Please review this Proxy Statement and the 2023 Annual Report for more information about these topics. Record 2023 Financial Performance In 2023 Martin Marietta delivered another year of strong financial results marking twelve years of consecutive profit growth reflecting the continued success of our commercial and operational excellence efforts, value-over-volume strategy, active portfolio management and disciplined capital allocation. Our double-digit pricing growth in 2023 across nearly all product lines continues to yield higher margins, profits and cash flows. We grew aggregates gross profit per ton by 46% to $6.93 and achieved 41% growth of diluted earnings per share (EPS) from continuing operations to $19.32. We increased our dividend 12% in August 2023 (the Company’s eighth-consecutive year of increasing the dividend) and, collectively with share repurchases, we returned $324 million to shareholders. Our cumulative Total Shareholder Return (TSR) over the past 14 years is 558%. These significant accomplishments underscore the durability of our business and our strategic plan. Martin Marietta has built a long-lasting and resilient business that is poised to continue to outperform in the near-, medium- and long-term.

Active Portfolio Management

Over recent years we have made tremendous progress on our Strategic Operating Analysis and Review (SOAR) 2025 initiatives. In line with these initiatives, we announced and/or completed over $2.47 billion ofnon-core asset divestitures in 2023. This includes closing the sale of our Tehachapi, California cement plant and substantially completing our planned asset sales from the 2021 Lehigh Hanson West acquisition. In February 2024, we also closed the sale of our South Texas cement and concrete businesses for $2.1 billion. These divestitures provide us additional balance sheet flexibility to pursue SOAR 2025 growth initiatives, are consistent with ouraggregates-led product focus, and support our strategically positioned nationwide footprint. Following these divestitures, we recently announced the acquisition of Albert Frei & Sons, Inc. in Colorado and the acquisition of 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee and Virginia from affiliates of Blue Water Industries (BWI Southeast). These two pure-play aggregates businesses will enhance our aggregates platform in multiple high-growth markets and are expected to contribute more than $180 million of annualized Adjusted EBITDA in 2024.

World-Class Safety Achieved

We continued our relentless focus on world-class safety performance, achieving Martin Marietta’s safest year on record with a world-class lost time incident rate (LTIR) for the seventh-consecutive year (0.13 in 2023) and a world-class total injury incident rate (TIIR) for the third-consecutive year (0.78 in 2023). Moreover, our fidelity to our Guardian Angel culture meant that 99.9% of our over 9,000 employees experienced ZERO lost-time incidents and 99.1% of employees experienced zero reportable incidents. These outstanding results are evidence of our team’s broad-based commitment to safety, which we validated further through a series of employee feedback activities andon-site assessments last year. Our safety culture and performance set the foundation for our long-term financial strength. As such, we established a Safety Executive Steering Committee to guide and ensure strong focus on the Company’s safety efforts, by developing a refreshed roadmap for continued safety execution and improvement. Our successful long-term strategy is to build and maintain the safest, best-performing and premier aggregates-led building materials company in markets that exhibit favorable growth dynamics.

Sustainability Priorities

We believe that Martin Marietta has a proactive, responsible, and principled approach to climate change, including setting meaningful and realistic targets and keeping promises. We believe these strategies and risk-mitigation efforts are robust to address the Company’s climate risks and benefit from climate-related opportunities. We continue to enhance our disclosure on these matters and our engagement with shareholders to more fully explain the Company’s priorities in these important areas. In addition to our year-round dialogue with our shareholders on a variety of topics, in the fall of 2023 we undertook a Fall Engagement Program. This included contacting our top 40 shareholders to discuss feedback we received during the year on climate matters and our compensation program design.

We made substantial progress on our sustainability journey in the last year. Among other things, during 2023:

Governance and Board Refreshment

Martin Marietta is committed to strong corporate governance and ensuring a diverse set of skills and backgrounds on the Board of Directors. At the Company’s 2024 Annual Meeting of Shareholders, Michael J. Quillen, who has served on Martin Marietta’s Board of Directors since 2008, will retire. Mr. Quillen has been a superb and insightful member of our Board; we are extremely grateful for his steady guidance and thoughtful leadership throughout his Board tenure. He previously served as Lead Independent Director and, most recently, as Chair of our Finance Committee. We wish him well in retirement. Over the past nine years, we have added seven new independent directors and, this year, we are nominating Mary T. Mack, a former Senior Executive Vice President at Wells Fargo & Company with a broad mix of banking, finance and governance experience, to serve on our Board. Half of our independent Board nominees are diverse, including four women, one African American director and one Hispanic director, each of whom brings strong backgrounds and experience with publicly-traded companies and adds unique insights to our Board.

Your Vote Matters

I urge you to promptly cast your vote. You may do so by either returning the enclosed Proxy Card or by the electronic or telephone options described in our Proxy Statement. On behalf of our Board of Directors, thank you for your investment in Martin Marietta. We look forward to continuing to deliver strong and responsible performance, innovation and growth to our customers, our shareholders and our other stakeholders.

Sincerely,

C. Howard Nye

Chair of the Board, President and Chief Executive Officer

Notice of 2024 Annual Meeting of Shareholders

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders: The Proxy Statement and Annual Report on Form 10-K are available at https://ir.martinmarietta.com/reports-filings/annual-reports-and-proxies.

2024 PROXY STATEMENT