UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



FORM 8‑K



CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)  July 15, 2019


Martin Marietta Materials, Inc.
(Exact Name of Registrant as Specified in Its Charter)



North Carolina
 
1-12744
 
56-1848578
(State or Other Jurisdiction of Incorporation)
 
(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.01 par value per share
MLM
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company  ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ◻

Securities registered pursuant to Section 12(b) of the Act:




Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 15, 2019, the board of directors (the “Board”) of Martin Marietta Materials, Inc. (the “Company”) increased the size of the Board from 9 directors to 10 directors and elected Thomas H. Pike to fill the newly-created directorship. Mr. Pike has been appointed to the Board’s Management Development and Compensation Committee. 

Mr. Pike will receive the director fees and stock-based compensation for directors previously disclosed in the Company’s proxy statement for its 2019 Annual Meeting of Shareholders. Mr. Pike will stand for re-election at the Company’s 2020 Annual Meeting of Shareholders.

Mr. Pike, 59, has 30 years of experience spanning a variety of industries and leading companies. He was most recently CEO and a member of the Board of Directors of Quintiles Transnational Holdings, Inc. (“Quintiles”), a leading fully integrated biopharmaceutical services company offering clinical, commercial, consulting and capital solutions worldwide, before its merger with IMS Health (NYSE: IQV) in December 2016. Mr. Pike led Quintiles through a successful public offering and helped it grow into a Fortune 500 company. Under Mr. Pike’s leadership, Quintiles was named one of the world’s Most Ethical Companies in 2016. He retired on December 1, 2016 after Quintiles’ merger with IMS Health. Prior to Quintiles, Mr. Pike spent 22 years at Accenture (NYSE: ACN), a leading global professional services company, providing a broad range of services and solutions in strategy, consulting, digital, technology and operations, until December 2009. At Accenture, Mr. Pike’s roles included serving as Chief Risk Officer and Managing Director of the North America Health and Products business areas. Prior to that, he was the global Chief Operating Officer for Accenture’s Resources operating group and had also served as Accenture’s Chief Strategy Officer. Since leaving Accenture in December 2009 and until joining Quintiles in April 2012, Mr. Pike was involved with a number of start-ups in the technology and healthcare sectors. Early in his career, he was a consultant at McKinsey & Company.

Mr. Pike earned his bachelor of science in accounting at the University of Delaware.

There are no arrangements or understandings between Mr. Pike and any other persons pursuant to which he was selected as a director. Mr. Pike 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 July 15, 2019 announcing the election of Mr. Pike 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
 
 


SIGNATURES

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: July 15, 2019 MARTIN MARIETTA MATERIALS, INC.  
       
       

By:
/s/ Roselyn R. Bar  
    Name:  Roselyn R. Bar  
    Title: 
Executive Vice President, General Counsel  
and Corporate Secretary
 
       

Exhibit 99.1

 
 










MARTIN MARIETTA APPOINTS NEW
MEMBER TO BOARD OF DIRECTORS

 


Raleigh, N.C. (July 15, 2019) – Martin Marietta Materials, Inc. (NYSE:MLM) today announced the appointment of Thomas (Tom) H. Pike as an independent member to its Board of Directors, effective July 15, 2019.  With Mr. Pike’s appointment, the Martin Marietta Board is comprised of 10 directors, five of whom have joined since 2016. Mr. Pike will serve on Martin Marietta’s Management Development and Compensation Committee.

Mr. Pike served as Chief Executive Officer and a member of the Board of Directors of Quintiles Transnational Holdings, Inc. (“Quintiles”) from April 2016 until its merger in December 2016 with IMS Health, now known as IQVIA (NYSE:IQV).  Before its merger with IMS, Quintiles had a network of more than 35,000 employees conducting business in approximately 100 countries. Mr. Pike led Quintiles through a successful public offering and helped it grow into a Fortune 500 company. Under Mr. Pike’s leadership, Quintiles was named one of the world’s Most Ethical Companies in 2016. Prior to Quintiles, Mr. Pike spent 22 years at Accenture (NYSE: ACN), a leading global professional services company, providing a broad range of services and solutions in strategy, consulting, digital, technology and operations, until December 2009. At Accenture, Mr. Pike’s roles included serving as Chief Risk Officer and Managing Director of the North America Health and Products business areas. He previously served as the global Chief Operating Officer for Accenture’s Resources operating group and had also served as Accenture’s Chief Strategy Officer. Since leaving Accenture in December 2009 and until joining Quintiles in April 2012, Mr. Pike was involved with a number of start-ups in the technology and healthcare sectors. Early in his career, Mr. Pike was a consultant at McKinsey & Company.

Ward Nye, Chairman and Chief Executive Officer, stated, “We are excited to welcome Tom to Martin Marietta’s Board of Directors. Tom brings significant experience in global M&A, strategic, operational, technology and risk management leadership to the Martin Marietta Board from his role as CEO and a member of the Board of Directors of Quintiles, a Fortune 500 company before its merger with IMS Health. In addition, Tom is familiar with both Colorado and North Carolina, key states in Martin Marietta’s business. We believe this further strengthens our Board, ensuring that we have the right mix of skills and experience to continue building on Martin Marietta’s long track record of success. We are confident that Tom will make an important and positive impact on our company.”

About Thomas Pike

Mr. Pike, 59, was named by the AACSB, the global accrediting body and membership association for business schools, as one of the first 100 AACSB Influential Leaders. Tom serves on the Advisory Council for the Schaeffer Center, a leading school of public health at University of Southern California. He also serves on the board of a small business services company and operates a real estate development company. Mr. Pike earned his bachelor of science in accounting at the University of Delaware.

About Martin Marietta

Martin Marietta, a member of the S&P 500 Index, is an American-based company and a leading supplier of building materials, including aggregates, cement, ready mixed concrete and asphalt. Through a network of operations spanning 27 states, Canada and The Bahamas, dedicated Martin Marietta teams supply the resources necessary for building the solid foundations on which our communities thrive. Martin Marietta’s Magnesia Specialties business provides a full range of magnesium oxide, magnesium hydroxide and dolomitic lime products. For more information, visit www.martinmarietta.com or www.magnesiaspecialties.com.

Investor Contact:
Suzanne Osberg
Vice President, Investor Relations
(919) 783-4691
Suzanne.Osberg@martinmarietta.com