LOCKHEED MARTIN CORP
For the period ended May 2, 2024. Filed Mar 15, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 2, 2024 · Filed Mar 15, 2024
LMT$567.08-1.6%Stored close · as of Nov 6, 2026
Contents
PROXY STATEMENT VOTING ROADMAP
| ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |
|---|
Proxy Statement Voting Roadmap
| PROPOSAL | BOARD RECOMMENDATION | PAGE |
|---|---|---|
| Management Proposals: | ||
| Election of Directors•All nominees are highly experienced and have the qualifications and skills necessary to oversee the Company and advance its 21st Century Security vision•All nominees are independent except for our Chairman | FOReachNominee | 28 |
| Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay)•Named Executive Officer (NEO) target compensation is set annually based on market data of peers with payouts dependent on actual performance outcomes•A significant majority of our NEOs’ pay is delivered through performance-based incentives •Pay-for-performance alignment is built into the design of our incentive programs, which are strongly tied to our total shareholder return and other key financial measures | FOR | 43 |
| Ratification of Ernst & Young LLP (EY) as our Independent Auditors for 2024•EY continues to perform at a high level and remains independent and objective•EY has deep institutional knowledge of our industry, operations, business, accounting policies and internal controls | FOR | 76 |
| Stockholder Proposals: | ||
| Requesting a Report on Alignment of Political Activities with Human Rights Policy•Our political activities support our business and align to our human rights commitments•We comprehensively disclose our political activities and spending•Our approach to human rights and public policy matters mitigates risk to the Company | AGAINST | 80 |
| Requesting a Report on Reducing Full Value Chain GHG Emissions•The proposal ignores the unique circumstances in our industry regarding Scope 3 emissions by prescriptively requiring Scope 3 emissions goals with a firm timeline for achievement •Our sustainability strategy continues to yield results and, unlike the “report” requested by the proponents, effectively mitigates risk•We invest to drive continued emissions reductions, including across our full value chain | AGAINST | 82 |
| Requesting Reduction in Threshold to Call Special Stockholder Meetings•Stockholders already have a meaningful right to call a special meeting at any time•Our current ownership thresholds reflect strong corporate governance practices •Stockholders rejected similar proposals in 2016 and 2022 by the same proponent and did not express concern with the current threshold during our shareholder engagements | AGAINST | 85 |
| Requesting Director Election Resignation Bylaw•We already require directors who fail to receive majority support in uncontested elections to tender their resignation•We are committed to sound corporate governance and are responsive to stockholders•The proposal is overly prescriptive limiting the Board’s discretion to act in the best interests of stockholders | AGAINST | 87 |
| 2024 Proxy Statement | 4 |
| ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |
|---|
Director Nominees
We ask that you reelect each director nominee in 2024 because they have the right mix of qualifications to oversee our Company
Please see the Director Nominees section starting on page 28 for additional information on the director nominees.
| James D. Taiclet | David B. Burritt | Bruce A. Carlson | John M. Donovan | Joseph F. Dunford Jr. | Thomas J. Falk |
| Ilene S. Gordon | Vicki A. Hollub | Jeh C. Johnson | Debra L. Reed-Klages | Patricia E. Yarrington |
| BOARD INDEPENDENCE | BOARD REFRESHMENT | BOARD DIVERSITY |
|---|---|---|
| Only our Chairman & CEO is not independent | 7 New Directors in the Past 6 Years | 27% Veterans |
| CORE COMPETENCIES | ||||
|---|---|---|---|---|
| CEO Leadership Experience | Senior Military /Government Experience | Financial Expertise | Environmental, Social and Governance Expertise | Cybersecurity Expertise |
| 7 Directors | 3 Directors | 8 Directors | 9 Directors | 4 Directors |
| STRATEGIC SKILLS | ||||
|---|---|---|---|---|
| Lead | Innovate | |||
| 21st Century Security / Defense Industry Transformation | AI, Autonomy, Advanced Comms, Hypersonics, Space | |||
| 4 Directors | 4 Directors | |||
| 5G.MIL®/ Digital & Networking Open Architecture | Business and Digital Transformation | |||
| 2 Directors | 7 Directors | |||
| Drive | Grow | |||
| Operational Execution and Efficiency | International Business Expansion | |||
| 11 Directors | 10 Directors | |||
| Supply Chain Excellence | Business Model / Commercial Partnerships | |||
| 5 Directors | 7 Directors | |||
| M&A Expertise | ||||
| 9 Directors | ||||
See page 30 for a description of each skill and competency and matrix of the nominees’ individual strategic skills, core competencies and attributes.
| 5 | 2024 Proxy Statement |
| ABOUT LOCKHEED MARTIN | VOTING ROADMAP | CORPORATE GOVERNANCE | DIRECTOR NOMINEES | EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCKHOLDER PROPOSALS | OTHER INFORMATION |
|---|
Executive Compensation
We ask that you approve our Say-on-Pay proposal for 2024
Our executive compensation philosophy and governance practices are aligned with stockholder interests and outcomes. Please see the Executive Compensation section starting on page 42 for additional information.
| CEO TARGET OPPORTUNITY MIX | 2023 ANNUAL INCENTIVE RESULTS | |
|---|---|---|
| 2021 - 2023 LONG TERM INCENTIVE RESULTS | ||
| * Please refer to Appendix A for definitions of non-GAAP measures. | ||
Compensation best practices
| Best practices in our programs | Practices we do not engage in or allow | ||
| •Pay aligns with performance•Market-based (50th percentile) approach for determining NEO target pay levels•Caps on annual and long-term incentives, including when Total Stockholder Return (TSR) is negative•Sustainability goals included in our annual incentive•Supplemental discretionary clawback policy on variable pay•Double-trigger provisions for change in control•Robust stock ownership requirements•Low equity burn rate and dilution •No payment of dividends or dividend equivalents on unvested equity awards | •No employment agreements•No option backdating, cash-out of underwater options or repricing (no employee options granted since 2012)•No gross-ups upon a change in control•No tax gross-ups on personal use of corporate aircraft•No individual change in control agreements•No automatic acceleration of unvested incentive awards in the event of termination•No enhanced retirement formula or inclusion of long-term incentives in pensions•No enhanced death benefits for executives•No hedging or pledging of Company stock |
|---|
| 2024 Proxy Statement | 6 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.