Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Lockheed Martin Corporation 2020 Incentive Performance Award Plan
On April 23, 2020, the stockholders of Lockheed Martin Corporation ("Lockheed Martin" or the "Corporation") approved the Lockheed Martin Corporation 2020 Incentive Performance Award Plan (the "2020 IPAP") at the Corporation's Annual Meeting of Stockholders in accordance with the voting results set forth below under item 5.07.
The 2020 IPAP limits the number of shares that may be subject to awards payable in shares of Lockheed Martin common stock to 4,500,000, plus the number of shares remaining for future grants under the Lockheed Martin Corporation 2011 Incentive Performance Award Plan (the "2011 IPAP") as of the date of stockholder approval and the amount of any shares subject to awards outstanding under the 2011 IPAP that thereafter are unexercised, unconverted or undistributed as a result of termination, expiration or forfeiture of an award. The 2020 IPAP authorizes awards in the form of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, stock units (including performance stock units and restricted stock units), other stock-based awards or cash-based awards. The 2020 IPAP will remain in existence as to all outstanding awards until all awards are either exercised or terminated; however, no award can be made after April 22, 2030. As of the date of stockholder approval of the 2020 IPAP, the Corporation will not issue any further incentive awards under the 2011 IPAP.
A summary of the 2020 IPAP is included as part of Proposal 4 in the Corporation's definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 11, 2020, and such summary is incorporated by reference herein. The summary of the 2020 IPAP contained herein and in the proxy statement are qualified in their entirety by reference to the text of the 2020 IPAP, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Lockheed Martin held its Annual Meeting of Stockholders on April 23, 2020. Of the 281,868,391 shares outstanding and entitled to vote (as of the February 24, 2020 record date), 255,505,203 shares were represented at the meeting, or a 90.65% 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 twelve individuals to the Board of Directors to serve as directors until the Annual Meeting of Stockholders in 2021 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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213,895,467
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3,326,383
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2,083,556
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36,199,797
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David B. Burritt
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212,635,452
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4,598,050
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2,071,904
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36,199,797
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Bruce A. Carlson
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201,355,304
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15,781,186
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2,168,916
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36,199,797
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Joseph F. Dunford, Jr.
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215,365,074
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1,944,435
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1,995,897
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36,199,797
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James O. Ellis, Jr.
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211,074,370
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6,238,933
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1,992,103
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36,199,797
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Thomas J. Falk
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213,794,606
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3,396,279
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2,114,521
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36,199,797
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Ilene S. Gordon
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214,788,270
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2,593,660
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1,923,219
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36,199,797
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Marillyn A. Hewson
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213,228,633
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4,548,788
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1,527,985
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36,199,797
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Vicki A. Hollub
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214,834,645
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2,566,799
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1,903,962
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36,199,797
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Jeh C. Johnson
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214,635,615
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2,700,611
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1,969,180
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36,199,797
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Debra L. Reed-Klages
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214,838,840
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2,502,266
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1,964,300
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36,199,797
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James D. Taiclet, Jr.
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215,104,295
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2,273,378
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1,927,733
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36,199,797
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Proposal 2 - Ratification of Appointment of Independent Auditors
Ratified the appointment of Ernst & Young LLP as the Corporation’s independent auditors for the year ending December 31, 2020.
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Votes For
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Votes Against
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Votes Abstain
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247,287,549
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6,968,588
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1,249,066
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Proposal 3 - Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay)
Approved, on an advisory basis (non-binding), the compensation of the Corporation’s named executive officers as described in detail in the Compensation Discussion and Analysis and the accompanying tables in our 2020 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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203,868,979
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12,524,499
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2,911,928
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36,199,797
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Proposal 4 - Management Proposal to Approve the Lockheed Martin Corporation 2020 Incentive Performance Award Plan
Approved the Lockheed Martin Corporation 2020 Incentive Performance Award Plan (2020 IPAP).
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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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209,634,352
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7,595,947
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2,075,107
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36,199,797
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Proposal 5 - Stockholder Proposal to Adopt Stockholder Action by Written Consent
Rejected a stockholder proposal requesting that the Board of Directors adopt stockholder action by written consent.
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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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102,535,158
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112,519,810
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4,250,438
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36,199,797
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