Form 8-K - Current report

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)


Maryland		1-11437	52-1893632
(State or other jurisdiction		(Commission File Number)	(IRS Employer
of incorporation)			Identification No.)

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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			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:


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


Exhibit No.						Description
99.1						Lockheed Martin Corporation News Release dated May 22 , 2024

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.


		Lockheed Martin Corporation
		(Registrant)


Date: May 22, 2024	By:	/s/ John E. Stevens
		John E. Stevens
		Vice President and Associate General Counsel

Exhibit 99.1

News Release

Lockheed Martin Elects Heather Wilson to Board of Directors

BETHESDA, Md., May 22, 2024 – Lockheed Martin (NYSE: LMT) today announced its board of directors has elected Dr. Heather Wilson to the board, effective today.

“Dr. Wilson’s deep knowledge of our industry and extensive leadership experience will be a tremendous asset to our company as we continue to drive innovation and deliver 21st Century Security solutions to our customers,” said Lockheed Martin Chairman, President and CEO Jim Taiclet. “Heather has a proven track record in government, academia and the private sector, and I look forward to her strategic insight as a member of the board.”

Wilson served as the 24th Secretary of the U.S. Air Force from 2017 to 2019 and is the president of the University of Texas at El Paso, a 24,000-student research university.

She is the former president of the South Dakota School of Mines & Technology. From 1998 to 2009, she represented New Mexico in the U.S. House of Representatives and served on the House Armed Services Committee, the House Permanent Select Committee on Intelligence, and the House Energy and Commerce Committee.

Wilson graduated from the U.S. Air Force Academy and earned her master’s and doctoral degrees as a Rhodes Scholar at Oxford University in England. She is a member of the National Science Board that oversees the National Science Foundation, is inaugural chair of the Alliance of Hispanic Serving Research Universities and serves on the board of directors of Google Public Sector, a subsidiary of Google LLC.

Wilson is considered an independent director under applicable rules and regulations and will serve on the Classified Business and Security Committee.

About Lockheed Martin

Lockheed Martin is a global defense technology company driving innovation and advancing scientific discovery. Our all-domain mission solutions and 21st Century Security® vision accelerate the delivery of transformative technologies to ensure those we serve always stay ahead of ready. More information at Lockheedmartin.com.  

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Media Contacts: 

Rebecca Miller, director, Global Media Relations, +1 301-214-3030; media.relations@lmco.com  

Investor Relations Contacts: 

Maria Ricciardone, vice president, Treasurer and Investor Relations, +1 301-897-6800; investor.relations@lmco.com 

Document and Entity Information Document	May 21, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 21, 2024
Entity Registrant Name	LOCKHEED MARTIN CORPORATION
Entity Central Index Key	0000936468
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Entity File Number	1-11437
Entity Tax Identification Number	52-1893632
Entity Address, Address Line One	6801 Rockledge Drive
Entity Address, City or Town	Bethesda,
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20817
City Area Code	301
Local Phone Number	897-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1 par value
Trading Symbol	LMT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false