Current Report Filing (8-k)
27 Abril 2023 - 05:44PM
Edgar (US Regulatory)
0000936468false00009364682023-04-272023-04-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
April 27, 2023
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its
charter)
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Maryland |
1-11437 |
52-1893632 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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of incorporation) |
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Identification No.) |
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6801 Rockledge Drive |
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Bethesda, |
Maryland |
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20817 |
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(Address of principal executive offices) |
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(Zip Code) |
(301) 897-6000
(Registrant’s telephone number, including area code)
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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Common Stock, $1 par value |
LMT |
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
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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.
☐
Item 5.07 Submission of Matters to a Vote of Security
Holders.
Lockheed Martin Corporation (the “Company”) held its Annual Meeting
of Stockholders on April 27, 2023. Of the 254,518,944 shares
outstanding and entitled to vote (as of the February 24, 2023
record date), 224,068,654 shares were represented at the meeting,
or an 88.04% 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 13 individuals to the Board of Directors (the
“Board”) of the Company to serve as directors until the Annual
Meeting of Stockholders in 2024 and until their successors have
been duly elected and qualified:
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Votes For |
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Votes Against |
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Votes Abstain |
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Broker Non-Votes |
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Daniel F. Akerson |
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174,048,734 |
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12,587,989 |
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3,764,163 |
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33,667,768 |
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David B. Burritt |
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178,604,665 |
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7,888,743 |
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3,907,478 |
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33,667,768 |
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Bruce A. Carlson |
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180,015,920 |
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6,573,254 |
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3,811,712 |
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33,667,768 |
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John M. Donovan |
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181,572,969 |
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4,930,046 |
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3,897,871 |
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33,667,768 |
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Joseph F. Dunford, Jr. |
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182,023,974 |
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4,635,895 |
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3,741,017 |
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33,667,768 |
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James O. Ellis, Jr. |
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179,668,464 |
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6,883,955 |
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3,848,467 |
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33,667,768 |
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Thomas J. Falk |
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179,028,596 |
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7,348,440 |
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4,023,850 |
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33,667,768 |
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Ilene S. Gordon |
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182,137,389 |
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4,408,146 |
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3,855,351 |
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33,667,768 |
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Vicki A. Hollub |
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181,098,492 |
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5,471,355 |
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3,831,039 |
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33,667,768 |
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Jeh C. Johnson |
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180,947,334 |
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5,609,969 |
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3,843,583 |
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33,667,768 |
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Debra L. Reed-Klages |
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181,052,576 |
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5,589,426 |
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3,758,884 |
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33,667,768 |
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James D. Taiclet |
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181,392,878 |
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5,594,388 |
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3,413,620 |
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33,667,768 |
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Patricia E. Yarrington |
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182,575,027 |
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4,087,443 |
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3,738,416 |
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33,667,768 |
Proposal 2 - Advisory Vote to Approve the Compensation of our Named
Executive Officers (Say-on-Pay)
Approved, on an advisory basis (non-binding), the compensation of
our named executive officers as described in detail in the
Compensation Discussion and Analysis and the accompanying tables in
our 2023 proxy statement.
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Votes For |
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Votes Against |
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Votes Abstain |
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Broker Non-Votes |
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174,932,834 |
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11,797,670 |
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3,669,446 |
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33,667,768 |
Proposal 3 - Advisory Vote on the Frequency of Holding Votes on
Say-on-Pay
Approved, on an advisory basis (non-binding), a frequency period of
one year (an annual vote) for future non-binding stockholder votes
on the compensation of our named executive officers.
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Votes For
One Year |
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Votes For
Two Years |
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Votes For
Three Years |
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Votes Abstain |
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Broker Non-Votes |
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181,953,943 |
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2,293,976 |
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4,234,431 |
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1,917,416 |
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33,667,768 |
In addition, the Company has decided, consistent with the Board’s
recommendation and the vote of stockholders, to include a
stockholder vote on the compensation of executives in its proxy
materials annually until the next required vote on the frequency of
stockholder votes on the compensation of executives (which would be
at the 2029 Annual Meeting of Stockholders unless presented
earlier).
Proposal 4 - Ratification of Appointment of Independent
Auditors
Ratified the appointment of Ernst & Young LLP as
the Company’s independent auditors for the year ending
December 31, 2023.
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Votes For |
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Votes Against |
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Votes Abstain |
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214,798,375 |
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6,661,848 |
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2,608,431 |
Proposal 5 - Stockholder Proposal Requiring Independent Board
Chairman
Rejected a stockholder proposal requiring an independent board
chairman.
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Votes For |
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Votes Against |
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Votes Abstain |
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Broker Non-Votes |
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53,816,071 |
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133,237,100 |
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3,347,715 |
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33,667,768 |
Proposal 6 - Stockholder Proposal to Issue a Human Rights Impact
Assessment Report
Rejected a stockholder proposal requesting that the Company issue a
human rights impact assessment report.
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Votes For |
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Votes Against |
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Votes Abstain |
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Broker Non-Votes |
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26,053,121 |
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160,000,683 |
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4,347,082 |
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33,667,768 |
Proposal 7 - Stockholder Proposal to Issue a Report on the
Company's Intention to Reduce Full Value Chain GHG
Emissions
Rejected a stockholder proposal requesting that the Board issue a
report on the Company’s intention to reduce full value chain GHG
emissions.
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Votes For |
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Votes Against |
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Votes Abstain |
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Broker Non-Votes |
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62,963,404 |
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114,761,646 |
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12,675,836 |
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33,667,768 |
SIGNATURE
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.
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Lockheed Martin Corporation |
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(Registrant) |
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Date: April 27, 2023 |
By: |
/s/ Kerri R. Morey |
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Kerri R. Morey |
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Vice President and Associate General Counsel |
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