8-KShareholder Matters

LOCKHEED MARTIN CORP 8-K Report, Shareholder Vote Results (Apr 27, 2023)

Filed April 27, 2023For Securities:LMT

Summary

Lockheed Martin Corporation (LMT) held its Annual Meeting of Stockholders on April 27, 2023, with a strong 88.04% quorum represented. The meeting's primary outcomes involved the re-election of all 13 incumbent directors, who received overwhelming support from shareholders. Additionally, stockholders overwhelmingly approved the compensation of Named Executive Officers on an advisory basis, commonly known as "Say-on-Pay," and favored an annual frequency for such votes. The company also received strong support for ratifying the appointment of Ernst & Young LLP as its independent auditor for the fiscal year ending December 31, 2023. Conversely, several shareholder proposals, including those seeking an independent board chairman, a human rights impact assessment report, and a report on greenhouse gas emissions reduction, were rejected by a significant margin. This indicates shareholder alignment with current board leadership and corporate governance practices, while also highlighting a divergence on specific environmental and social governance (ESG) initiatives.

Key Highlights

  • 1All 13 incumbent directors were overwhelmingly re-elected to the Board.
  • 2Shareholders approved, on an advisory basis, the compensation of Named Executive Officers ('Say-on-Pay').
  • 3An annual frequency for advisory votes on executive compensation was approved.
  • 4Ernst & Young LLP was ratified as the independent auditor for the fiscal year ending December 31, 2023.
  • 5Shareholder proposals requesting an independent board chairman, a human rights impact assessment report, and a report on GHG emissions reduction were all rejected.

Frequently Asked Questions

The main outcomes were the re-election of all 13 directors, the advisory approval of executive compensation ('Say-on-Pay'), and the ratification of the independent auditor. Several shareholder-submitted proposals related to governance and ESG were also voted on and largely rejected.

Shareholders voted in favor of approving the compensation of the Named Executive Officers on an advisory basis, with approximately 174.9 million 'For' votes compared to 11.8 million 'Against' votes. They also supported holding these advisory votes annually.

No, all shareholder proposals, including those concerning board independence, human rights impact assessments, and greenhouse gas emissions reduction, were rejected by a significant majority of the votes.

The ratification of Ernst & Young LLP as the independent auditor for 2023 signifies continued confidence in their oversight and financial reporting for the company. This is a standard procedure, and the overwhelming support indicates no major concerns from shareholders regarding the company's audit.