Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
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
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
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.
Financial Statements and Exhibits.