8-KLeadership ChangesShareholder MattersExhibits & Filings

LOCKHEED MARTIN CORP 8-K Report, Executive Changes (Apr 23, 2020)

Filed April 23, 2020For Securities:LMT

Summary

This 8-K filing from Lockheed Martin Corporation primarily details the outcomes of their Annual Meeting of Stockholders held on April 23, 2020. The most significant event for investors is the stockholder approval of the "Lockheed Martin Corporation 2020 Incentive Performance Award Plan" (2020 IPAP). This new plan replaces the 2011 IPAP and sets a limit of 4,500,000 shares for awards payable in common stock, in addition to any unused shares from the previous plan. The plan allows for various forms of awards, including stock options, restricted stock, and cash-based incentives, and will remain in effect until April 22, 2030. In addition to the approval of the new incentive plan, the filing confirms the election of all twelve director nominees to the Board of Directors for the upcoming year. Stockholders also ratified the appointment of Ernst & Young LLP as the company's independent auditors for 2020 and, on an advisory basis, approved the compensation of the named executive officers. A proposal to allow stockholder action by written consent was rejected by the shareholders.

Key Highlights

  • 1Lockheed Martin's stockholders approved the new 2020 Incentive Performance Award Plan (2020 IPAP), replacing the 2011 IPAP.
  • 2The 2020 IPAP has a cap of 4,500,000 shares for awards payable in stock, plus any remaining shares from the previous plan.
  • 3The approved plan allows for a variety of incentive awards, including stock options, restricted stock units, and cash-based awards.
  • 4All twelve director nominees were elected to the Board of Directors.
  • 5Ernst & Young LLP was ratified as the company's independent auditor for 2020.
  • 6Shareholders provided advisory approval for the compensation of named executive officers ('Say-on-Pay').
  • 7A stockholder proposal to allow for action by written consent was rejected.

Frequently Asked Questions

The 2020 IPAP is designed to provide a framework for incentivizing and rewarding key employees and executives through various equity-based and cash-based awards. It replaces the previous 2011 IPAP and aims to align the interests of management with those of shareholders.

The 2020 IPAP limits awards payable in Lockheed Martin common stock to 4,500,000 shares. This is in addition to any shares that were remaining for future grants under the 2011 IPAP and any shares from awards under the 2011 IPAP that were terminated, expired, or forfeited. The specific dilutive impact will depend on the actual grants made and forfeiture rates.

The 'Say-on-Pay' vote, which is an advisory vote on the compensation of the company's named executive officers, was approved by the stockholders. This indicates general support for the executive compensation practices outlined in the proxy statement.

The rejection of the proposal to adopt stockholder action by written consent means that shareholders cannot collectively take action outside of a formal stockholder meeting (like an annual or special meeting) without the Board of Directors' consent. Decisions will continue to require formal meetings and votes.