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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2024
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
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| Maryland | 1-11437 | 52-1893632 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | | Identification No.) |
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| 6801 Rockledge Drive | | |
| Bethesda, | Maryland | | 20817 |
| (Address of principal executive offices) | | (Zip Code) |
(301) 897-6000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $1 par value | LMT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Dr. Heather Wilson to the Board of Directors
On May 21, 2024, the Board of Directors of Lockheed Martin Corporation (the “Company”) elected Dr. Heather Wilson as a director of the Company, effective May 22, 2024. Dr. Wilson will serve on the Company’s Classified Business and Security Committee.
The Board of Directors determined that Dr. Wilson is an “independent director” in accordance with the New York Stock Exchange listing standards, the rules and regulations of the Securities and Exchange Commission (“SEC”) and the Company’s corporate governance guidelines.
Dr. Heather Wilson is the President of the University of Texas at El Paso. She served as the Secretary of the U.S. Air Force from 2017-2019 and was the President of the South Dakota School of Mines & Technology from 2013-2017. Dr. Wilson represented New Mexico in the U.S. Congress from 1998-2009, where she served on the House Armed Services Committee, the House Permanent Select Committee on Intelligence and the House Energy and Commerce Committee. Dr. Wilson is a member of the National Science Board and serves on the board of directors of Google Public Sector, a subsidiary of Google LLC.
For her service on the Board of Directors, Dr. Wilson will receive the Company’s standard compensation for non-employee directors. A description of such standard compensation arrangement is filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2022 and incorporated herein by reference. Equity grants to Dr. Wilson will be made in accordance with the Lockheed Martin Corporation Amended and Restated Directors Equity Plan, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 26, 2018 and incorporated herein by reference. Dr. Wilson is also eligible to defer up to 100% of her cash fees into the Lockheed Martin Corporation Directors Deferred Compensation Plan, a copy of which is filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 24, 2023 and is incorporated herein by reference. Deferred amounts track the performance of investment options available under the Company’s employee deferred compensation plans or the Company’s common stock (with dividends reinvested), at the director’s election.
Dr. Wilson will also be covered by the Company’s standard indemnification agreement that the Company enters into with all directors. A copy of the form of indemnification agreement is filed as Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and is incorporated herein by reference.
A copy of the press release announcing the election of Dr. Wilson is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
| 99.1 | | |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Lockheed Martin Corporation | |
| | (Registrant) | |
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| Date: May 22, 2024 | By: | /s/ John E. Stevens | |
| | | John E. Stevens | |
| | | Vice President and Associate General Counsel | |
