Washington, DC 20549







to Section 13 or 15(d) of the

Securities Exchange Act of 1934



Date of report (Date of earliest event reported) May 24, 2012


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:


oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.07 Submission of Matters to a Vote of Security Holders.


Martin Marietta Materials, Inc. held its Annual Meeting of Shareholders on May 24, 2012. Of the 45,626,575 shares outstanding and entitled to vote, 43,019,133 shares were represented at the meeting, or a 94% 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 four individuals to the Board of Directors to serve as directors for a term of three years until the Annual Meeting of Shareholders in 2015, and until their successors have been duly elected and qualified:




Cast For










David G. Maffucci   39,798,063   1,284,288   --   1,936,782
William E. McDonald   40,197,994      884,357   --   1,936,782
Frank H. Menaker, Jr.   39,353,924      1,728,427   --   1,936,782
Richard A. Vinroot   29,860,881    11,221,470   --   1,936,782

Proposal 2 – Ratification of Appointment of Independent Auditors


Ratified the selection of Ernst & Young LLP as independent auditors for the year ending December 31, 2012. The voting results for this ratification were 41,340,534 — For ; 1,606,010 — Against ; and 72,589 — 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 39,784,136 shares voted for; 1,194,828 shares voted against; 103,387 shares abstained from voting; and there were 1,936,782 broker non-votes.





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.


Date: May 30, 2012 By: /s/ Anne H. Lloyd  
    Anne H. Lloyd,  
    Executive Vice President and Chief Financial Officer