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 | | Votes Against | | Votes Abstain | | Broker Non-Votes |
Daniel F. Akerson | | 174,048,734 | | 12,587,989 | | 3,764,163 | | 33,667,768 |
David B. Burritt | | 178,604,665 | | 7,888,743 | | 3,907,478 | | 33,667,768 |
Bruce A. Carlson | | 180,015,920 | | 6,573,254 | | 3,811,712 | | 33,667,768 |
John M. Donovan | | 181,572,969 | | 4,930,046 | | 3,897,871 | | 33,667,768 |
Joseph F. Dunford, Jr. | | 182,023,974 | | 4,635,895 | | 3,741,017 | | 33,667,768 |
James O. Ellis, Jr. | | 179,668,464 | | 6,883,955 | | 3,848,467 | | 33,667,768 |
Thomas J. Falk | | 179,028,596 | | 7,348,440 | | 4,023,850 | | 33,667,768 |
Ilene S. Gordon | | 182,137,389 | | 4,408,146 | | 3,855,351 | | 33,667,768 |
Vicki A. Hollub | | 181,098,492 | | 5,471,355 | | 3,831,039 | | 33,667,768 |
Jeh C. Johnson | | 180,947,334 | | 5,609,969 | | 3,843,583 | | 33,667,768 |
Debra L. Reed-Klages | | 181,052,576 | | 5,589,426 | | 3,758,884 | | 33,667,768 |
James D. Taiclet | | 181,392,878 | | 5,594,388 | | 3,413,620 | | 33,667,768 |
Patricia E. Yarrington | | 182,575,027 | | 4,087,443 | | 3,738,416 | | 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.
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
174,932,834 | | 11,797,670 | | 3,669,446 | | 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.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Votes For One Year | | Votes For Two Years | | Votes For Three Years | | Votes Abstain | | Broker Non-Votes |
181,953,943 | | 2,293,976 | | 4,234,431 | | 1,917,416 | | 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.
| | | | | | | | | | | | | | |
Votes For | | Votes Against | | Votes Abstain |
214,798,375 | | 6,661,848 | | 2,608,431 |
Proposal 5 - Stockholder Proposal Requiring Independent Board Chairman
Rejected a stockholder proposal requiring an independent board chairman.
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
53,816,071 | | 133,237,100 | | 3,347,715 | | 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.
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
26,053,121 | | 160,000,683 | | 4,347,082 | | 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.
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
62,963,404 | | 114,761,646 | | 12,675,836 | | 33,667,768 |