Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 6, 2020, the board of directors (the "Board") of Martin Marietta
Materials, Inc. (the "Company") increased the size of the Board from 10
directors to 11 directors and elected Anthony R. Foxx to fill the newly-created
directorship. Mr. Foxx has been appointed to the Board's Finance Committee.
Mr. Foxx will receive the director fees and stock-based compensation for
directors previously disclosed in the Company's proxy statement for its 2020
Annual Meeting of Shareholders. Mr. Foxx will stand for re-election at the
Company's 2021 Annual Meeting of Shareholders.
Mr. Foxx, 49, is currently chief policy officer and advisor to the president and
chief executive officer of Lyft, which he joined in October 2018. Prior to
joining Lyft, he served as the seventeenth United States Secretary of
Transportation from 2013 to 2017. The Senate confirmed the nomination of
Mr. Foxx to the Secretary of Transportation by a vote of 100-0. During his time
as the Secretary of Transportation, Mr. Foxx led an agency with more than 55,000
employees and a $70 billion budget, whose primary goal was to ensure that
America maintains the world's safest, most efficient transportation system.
Under Mr. Foxx's leadership, the Department of Transportation ("DOT")
established a first-ever policy framework for the safe integration of
self-driving vehicles and leveraged $350 million in public and private funding
to demonstrate how smart technology can change cities and local communities.
Mr. Foxx developed the Obama Administration's first surface transportation bill
and worked on a bipartisan basis to get its congressional incarnation, the FAST
Act, passed. He launched the DOT's first, and the Administration's most
successful, Smart City Challenge, engaging more than seventy cities to develop
their own strategies to incorporate new technologies into their transportation
networks.
Previously, Mr. Foxx served as the mayor of Charlotte, North Carolina, from 2009
to 2013. First elected to the Charlotte City Council in 2005, upon his 2009
mayoral victory he became the youngest mayor in Charlotte's history and its
second African-American mayor. Beginning his tenure as mayor while facing a
nearly 13 percent local unemployment rate, Mr. Foxx announced the creation of
more than 4,000 new jobs, worked to reinforce Charlotte's role as a critical
energy industry hub, saw the completion of a new runway at Charlotte-Douglas
International Airport, and led a delegation of Charlotte business leaders to
meet with senior White House officials to press for several economic recovery
spending measures.
Mr. Foxx earned his bachelor degree at Davidson College and his juris doctor
degree at New York University Law School.
There are no arrangements or understandings between Mr. Foxx and any other
persons pursuant to which he was selected as a director. Mr. Foxx does not have
a direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the Company's press release dated November 9, 2020 announcing the
election of Mr. Foxx to the Board is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
99.1 Press Release dated November 9, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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