MARTIN MARIETTA MATERIALS INC
For the period ended May 15, 2025. Filed Apr 15, 2025.
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May 15, 2025 · Filed Apr 15, 2025
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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:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
| Martin Marietta Materials, Inc.(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(1) and 0-11 |
Dear Shareholders:
It is my pleasure to invite you to attend Martin Marietta’s 2025 Annual Meeting of Shareholders on Thursday, May 15, 2025. This document provides some of the highlights of our key actions and important decisions in 2024, as well as information about our financial and other performance. Please review this Proxy Statement and the 2024 Annual Report for more information about these topics. Martin Marietta Achieves Safest Year on Record I am proud to report that, once again, Martin Marietta achieved its safest year in our history. We had a world-class lost time incident rate (LTIR) for the eighth consecutive year (0.129 in 2024) and a world-class total injury incident rate (TIIR) for the fourth consecutive year (0.650 in 2024). Moreover, our fidelity to our Guardian Angel culture meant that 99.9% of our over 9,400 employees experienced ZERO lost-time incidents and 99.3% of employees experienced zero reportable incidents. These results improve upon the prior year’s performance which was also one of the best safety records in Martin Marietta’s history, demonstrating our unwavering commitment to build and maintain the safest, best performing and most durable aggregates-led business. Our commitment to being a great employer and fostering a safe and productive workplace is evidenced by our Company’s certification as a Great Place to Work® following an extensive employee survey seeking answers to a wide range of inquiries focused on teamwork, integrity, equality, pride and respect.
Continued Delivery of Solid Financial Results
In 2024, Martin Marietta faced a series of well-chronicled, extreme weather events including significant precipitation together with Tropical Storm Debby in North Carolina, Hurricane Beryl in Texas and Hurricane Helene across much of our Southeast footprint. At the same time, we were navigating several challenging product demand dynamics including a private construction slowdown. Despite these challenges, we remained focused on the long-term aspects of our business that we can meaningfully impact: world-class safety, the consistent and disciplined execution of our Strategic Operating Analysis and Review (SOAR) 2025 initiatives, and resolute adherence to our leading commercial strategy. We continued to deliver solid financial results, underscoring the resiliency of ouraggregates-led business strategically positioned in the country’s fastest-growing markets. We achieved another year of double-digit organic aggregates unit profitability growth. More specifically, the Company’s total gross profit per ton increased 9% and organic aggregates gross profit per ton was up 13%. We increased our dividend approximately 7% in August 2024 (the Company’s ninth consecutive year of increasing the dividend), and collectively with share repurchases, we returned $639 million to shareholders. Our cumulative Total Shareholder Return (TSR) since the start of SOAR 2025 on January 1, 2021 is 87% as compared to the S&P 500’s TSR of 66%. These significant accomplishments demonstrate that Martin Marietta has built an increasingly resilient, efficient and cash flow generative business.
Most Active Year for M&A Creates an Optimized Portfolio
In 2024, we continued our disciplined adherence to and execution of our proven SOAR initiatives. Over the last four years, Martin Marietta completed over $3 billion ofnon-core asset divestitures to partially fund approximately $7 billion ofaggregates-led acquisitions. Remarkably, 2024 surpassed 2021 as our most active M&A year ever, with nearly $4 billion of acquisitions and over $2 billion of asset divestitures. Since our Texas Industries acquisition a little over a decade ago, to the February 2024 divestiture of our South Texas cement business and related ready mixed concrete operations, and our acquisition of multiple pure-play aggregates businesses in high growth regions of the United States, we have sought to maximize the value of our business through a purposeful portfolio evolution. By using cyclical cement and ready mixed concrete as consideration for pure aggregate assets, we have met a fourfold objective of: (i) creating a more durable earnings profile; (ii) increasing the gross profit contribution from our core aggregates product line, (iii) expanding geographic diversification; and (iv) reducing greenhouse gas impacts – all while maintaining a strong balance sheet well-positioned for further acquisitive growth.
We are pleased to have added nearly one billion tons of aggregates reserves to our footprint in 2024. We completed the acquisition and integration of both Blue Water Industries (BWI Southeast) and Albert Frei & Sons Inc. last year. In October 2024, we added a limestone source on Florida’s Gulf coast and sand and gravel in southern California and sand and gravel in west Texas in December 2024. All of these aggregates bolt-on acquisitions are in attractive, SOAR-identified geographies.
Through purposeful portfolio evolution and curation, we thoughtfully cultivate acquisitions and selectively prune assets at opportune times. Our active portfolio management helps maximize the value of our business for our shareholders.
Continued Commitment to Shareholder Engagement and Responsiveness
Understanding and considering the views of our shareholders is a core value for us. Thoughtful engagement provides us insight into what our shareholders care about and allows us to endeavor to include topics in our Sustainability Report and other public documents about which our shareholders ask. In 2024, we continued our Fall Engagement Program, reaching out to over 50 of our top shareholders, representing approximately 75% of outstanding shares, to discuss topics including our safety, financial and operating performance as well as our progress on establishing and achieving greenhouse gas (GHG) emissions targets. The shareholder feedback we received precipitated a number of our 2024 actions, among them continuing to:
| • | Monitor, review and respond to sustainability indices and surveys, including CDP, Sustainalytics, and the SBTi, among others. |
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| • | Gather Scope 3 emissions data for purposes of evaluating those emissions against SBTI’s target threshold in accordance with SBTi procedures. |
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| • | Provide sustainability disclosures in our annual Sustainability Report and on our website including disclosures around political contributions. In October 2024, we were recognized as a Trendsetter Company in the 2024 CPA-Zicklin Index, meaning Martin Marietta earned a score of 90 percent or higher with respect to the strength of our political spending disclosure practices and oversight policies. |
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These examples are just a few of the many steps that we have taken to demonstrate that we are listening to our shareholders, taking sustainable actions that are sensible and create value for our stakeholders, and delivering on our strategic plans.
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, shareholders and other stakeholders.
Sincerely,
C. Howard Nye
Chair of the Board, President and Chief Executive Officer
Notice of 2025 Annual Meeting of Shareholders
| Item of Business · For More Information See Page · Board Recommendation | ||||
|---|---|---|---|---|
| Item 1 | To elect 10 directors | 23 | FOR | Annual Meeting of Shareholders When: Thursday, May 15, 2025, 8:00 a.m. ET Place: 4123 Parklake Avenue, Raleigh, NC 27612 (our principal executive offices) Who Can Vote: Shareholders of record at the close of business on March 7, 2025 |
| Item 2 | To ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for 2025 | 37 | FOR | |
| Item 3 | To vote on an advisory resolution to approve the compensation of our named executive officers | 85 | FOR | |
| Item 4 | To approve the 2025 Employee Stock Purchase Plan | 86 | FOR | |
| Any other matters that may properly come before the meeting | ||||
| Date of Availability: This Notice, Proxy Statement, the Proxy Card, and the Notice of Meeting are being sent commencing on approximately April 15, 2025 to shareholders of record at the close of business on March 7, 2025. Your vote is important. You may vote in person at the 2025 Annual Meeting of Shareholders (Annual Meeting) or submit a proxy over the internet. If you have received a paper copy of the Proxy Card (or if you request a paper copy of the materials), you may submit a proxy by telephone or by mail. Whether or not you expect to attend the meeting, we hope you will date and sign the enclosed Proxy Card and mail it promptly in the enclosed stamped envelope. Submitting your proxy now will not prevent you from voting your shares at the meeting, because your proxy is revocable at your option. If you submit your proxy by telephone or over the internet, you do not need to return your Proxy Card by mail. Sincerely, Bradley D. Kohn Senior Vice President, General Counsel and Corporate Secretary Martin Marietta Materials, Inc. Raleigh, North Carolina April 15, 2025 | How to Vote: It is important that your shares be represented and voted at the Annual Meeting. We urge you to vote by using any of these methods. | |
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| Via the internet www.voteproxy.com | ||
| By Telephone 1-800-PROXIES (1-800-776-9437) in the United States or 1-201-299-4446 from outside the United States | ||
| By Mail Sign, date and mail your proxy card in the envelope provided | ||
| In Person Attend the Annual Meeting and vote by ballot | ||
Important Notice Regarding the Availability of Proxy Materials for the 2025 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.
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