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AGM 2021

Apr 22, 2021

Speaker 1

Hello, and welcome to the 2021 Annual Meeting of Stockholders of Lockheed Martin Corporation. Please note that today's meeting is being recorded. At the conclusion of the business of the meeting, we will have a discussion period. You can submit questions or comments at any time by clicking the message icon, typing it into the Ask a Question field on your screen and clicking Submit. It is now my pleasure to turn the meeting over to today's speaker, for Jim Taiclet, Chairman, President and Chief Executive Officer of Lockheed Martin.

Mr. Taiclet, the floor is yours.

Speaker 2

Thank Thank you, and good morning, everyone. I'm Jim Taiclet, Chairman, President and CEO of Lockheed Martin. Welcome being conducted exclusively online. We have adopted this virtual format to assist in protecting the health and safety of our stockholders and employees in light of the ongoing COVID-nineteen pandemic and to enable stockholders to participate fully and equally regardless of physical location. Before I turn to the official business of this meeting, I want to take a moment to personally thank our employees, Many of whom are stockholders for remaining dedicated in these challenging times to performing and delivering on our mission critical commitments to our customers vital to national security.

Despite the challenges of 2020, we were able to accomplish strong and operational performance in 2020 and bring forward a strategic vision of how we will support our nation and allies to meet the heightened threats Now turning to the meeting, to be deemed present and to have the ability to vote during the meeting, you must have access common stock as of the close of business on February 26, 2021, the annual meeting record date, will be able to vote and submit questions during the meeting. Actual results may vary from what we believe or anticipate. Please refer to our SEC filings, available on the SEC's website. Joining us for this meeting are Mary Anne Lavin, Our Senior Vice President, General Counsel and Corporate Secretary, who will act as secretary of the meeting and representatives of Computershare Trust Company, You've been appointed to serve as the inspectors of election at the meeting. Members of our management team, including Ken Possenried, our Chief Financial Officer Frank St.

John, our Chief Operating Officer Greg Carroll, our Chief Human Resources Officer Leo McKay, our Senior Vice President being presented. I want to thank each of our Board members for joining the meeting and for their dedication and willingness to serve on the Board. Lastly, representatives from Ernst and Young LLP, our independent auditors are also present at the meeting. During the discussion period that follows the meeting, they'll be able to answer appropriate questions. Before proceeding to the official business of the meeting, I'd like to advise you that the agenda and the meeting rules and procedures that we will be following today are posted on the virtual meeting site for your review.

If you wish to submit a question for consideration at the discussion period at the conclusion of the meeting, Mary Anne Lavin has advised me that the notice of this meeting, the proxy statements and the annual report were duly and being properly distributed to all stockholders of record as of February 26, 2021, and that the affidavits to that effect will be filed filed with the records of this meeting. The inspectors preliminary report shows that more than 246,000,000 shares or more than 88% of the shares outstanding and entitled to vote are represented here today. Today's meeting will focus on 5 proposals described in the proxy statement. The proposals are the election of 11 directors, The ratification of the appointment of Ernst and Young LLP as the corporation's independent auditors. An advisory vote to approve the compensation of our named executive officers in the proxy statement and 2 stockholder proposals.

Three members of our management team, Mary Anne Lavin, Ken Possenriede and myself have been appointed proxies by holders of at least 246 5,000,000 shares and we have voted these shares in accordance with the instructions of those stockholders. Stockholders who wish to vote during the meeting We'll turn now to the official business of the meeting. Proposal 1, the nomination of 11 directors to serve on the Board of Directors. The detailed biographies of all of our director nominees presented on pages 13 through 16 of the proxy statement. Proposal 2 is a ratification of the appointment of Ernst and Young LLP Proposal 5 is a stockholder proposal offered by the Sisters of Charity of St.

Elizabeth, The Sisters of St. Francis of Philadelphia and the School Sisters of Notre Dame Cooperative Investment Fund. Proposal 5 requests that the corporation issue a report on our human rights due diligence. Stockholder Proposal 5 and the Board's opposition statement are presented on Pages 83 and 84 of the proxy statement. Mr.

Chevedden and Sister Nora Nash,

Speaker 3

Hello, Jonathan. Can you hear me okay?

Speaker 2

Yes, Mr. Sevedin. Would you please introduce Proposal 4?

Speaker 3

Yes. Just as a point and order, it's not possible to get into this meeting with a 16 digit control number Following instructions at the beginning of the meeting and that is all the more reason to vote for Proposal 4, At a meeting at which all shareholders entitled to vote thereon were present and voting. Taking action by written consent in place The meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new Director. This proposal will give shareholders the safeguard that management will elect the best directors because it gives shareholders an opportunity to elect a replacement Director for a bad apple director on our Board. It is also more important than ever to be able to replace a director through written consent Because it is now almost impossible to remove a Lockheed Martin direct otherwise because a direct could be removed only for cause.

This proposal topic won outstanding 47% support at the 2020 Lockheed Martin Annual Meeting. This 47% support represented a majority vote from the shares that have access to objective proxy voting advice. The negative management reaction to this 47% support was to circle the wagons and oppose it all the more. Management now has a campaign to get out the vote from the shareholders who do not have access to objective proxy voting advice Because shareholders who lack good relevant information vote according to the management recommendation. The management reaction to a near majority shareholder vote is like the Amazon reaction to employees trying to form a union.

This shoots a big hole in the management claim that the annual meeting in the annual meeting materials, the management has genuine shareholder engagement. At Lockheed Martin, shareholder engagement seems to be a sales program to get shareholders to agree with management in lockstep. Also the so called deliberations of the Lockheed Martin Board on this topic in 2020 with Mr. Daniel Atkinson as the Governance Committee Chairman apparently completely overlooked the safeguards that can be built into granting shareholders a right to act by written consent. Plus the 2020 shareholder proposal on this topic could not foresee that the pandemic would severely restrict a future special shareholder meeting, Which could simply be a bare bones online meeting with restricted interaction as is the case today.

And the governance committee under Mr. Acheson rested a lot of its argument on the outdated notion of what could be accomplished at a special shareholder meeting. This is evidence that Mr. Atkinson is not effective as Lead Director. Cheryl now needs If you voted against this proposal, please change your vote.

Shirley Wright to act by written consent proposal 4.

Speaker 2

Thank you, Mr. Chevedden. Operator, you may now put Mr. Chevedden's line back on mute. Thank you, operator.

We're ready now for Sister Nash.

Speaker 4

Yes. Good morning, Mr. Chairman. Can you hear me?

Speaker 2

Yes. Good morning, Mr. Nash. Would you please introduce Proposal 5?

Speaker 4

Yes. Thank you and Happy Earth Day to all. Again, I speak to the members of the Board, shareholders and guests. I am Sister Nora Nash. I represent the Sisters of St.

Francis of Philadelphia. And I am here today to move the shareholder Proposal number 5, calling for human rights due diligence, which my congregation filed In collaboration with the Sisters of Charity of St. Elizabeth and the School Sisters of Notre Dame Cooperative Investment We encourage all shareholders to support this proposal. Over the past 15 years, we have As Catholic religious institutions in a society struggling with excessive violence, we assert The most severe human rights impacts of Lockheed Martin's Defense Industry Are irremediable and result in the loss of life. We therefore offer this proposal supported by strong legal and financial risk assessments to Lockheed Martin and its shareholders that caused death and destruction and that Lockheed Martin may instead have a purpose Signals a disconnect between policy and practice and a failure to address the company's human rights responsibilities to its business practices.

The company's weapons, defense technologies and also contribute to increased militarization of our nation's borders and surveillance that disproportionately for the company's remarks, immigrants and people of color. Lockheed Martin has a responsibility to assess how its products If Lockheed Martin's products and services were used by a government customer to commit human rights The company has come under scrutiny for pursuing contracts that put your business at risk to support the proposal on human rights due diligence and encourage the company to implement the request of the proposal. We remain ready to continue our engagement with you and will continue to urge you to make progress

Speaker 2

Operator, you may now put Sister Nash's line back on mute.

Speaker 1

Sister Nash's line is muted.

Speaker 2

Thank you. With all five proposals properly presented, I will pause now briefly before closing the polls to allow those online I now declare the polls closed. At this time, I'd like to announce the preliminary voting results on the 5 proposals presented today. The official results will be announced by the filing of a Form 8 ks within 4 business days. Proposal 1, each of the 11 director nominees has been elected to the Board of Directors.

Proposal 2, This I'll now turn to Greg Gardner, our Vice President of Investor Relations to moderate the Q and A. Greg?

Speaker 5

Thank you, Jim. As a reminder to those on the call, if you have not already submitted a question, you may do so by clicking the messages icon, typing it in The first question comes from Felicia Smith. Mr. Taiclet, in future virtual shareholder meetings, will you commit to provide a video feed of the Board and senior

Speaker 2

employees and management as well as our stockholders. So we will evolve our annual meeting program in accordance with government guidelines and with the latest safety practices recommended by the CDC going forward. So it may or may not be feasible to have all of our directors in the same room for a video feed, but we'll consider that

Speaker 5

Our next question comes from David Brett. Mr. Chairman, the topic of stakeholder capitalism as an alternative to shareholder capitalism has received considerable attention recently. As long term pension fund investors, the Carpenter Funds appreciates the sentiment based on the importance of stakeholder capitalism and what principles the Board would use to balance the interest of varied stakeholders as it develops and implements the company's long term business strategy. Thank you, Mr.

Speaker 2

Of course. Lockheed Martin's approach to governance and on operation has long been a stakeholder capital perspective. We do care for shareholders, of course. We try to get the best return for them on their investment. We pay a robust and growing dividend.

In addition to that, we have again, the safety and well-being of our employees is a top priority of this company. We also have the development of our employees, training and a robust pension plan for their retirement in place for many of the employees of Lockheed Martin. We also have a fair savings plan for those to augment their retirement savings. In addition to that, the company has always been involved in the community, Been a charitable donor in places where we work and causes that we all believe in. And so I do believe that as far as stakeholder capitalism, including Our approach to environmental stewardship has been in place at the company.

We codified this by signing on The business roundtable statement of a purpose of a corporation last year as well. And so we'll continue to address all of our stakeholders' needs And do the best we can for each and every group.

Speaker 5

Our next question comes from Mr. Whitehead. Will management commit to not coercing

Speaker 2

Again, the safety of our employees is our highest priority actually in operations at the company and we'll go with the guidance of the CDC and other authorities as we roll out Our continued COVID-nineteen operational plan and we will also respect our employees, which is to

Speaker 5

Our next question comes from Victoria Elson. In January of this year, the Nobel Peace Prize winning treaty on the prohibition of nuclear weapons entered into force As international law in the first fifty ratifying countries, 85 more countries support the treaty and may ratify in the near future. Nuclear weapons are highly profitable but profoundly dangerous and immoral industry. As this product is now illegal under international law,

Speaker 2

We will respond as we always have to our customers' needs and our primary customer is the citizens of the United Continue to maintain nuclear weapons capability as a deterrent to war, we'll continue to support them as we are able.

Speaker 5

It appears there are no additional questions today. I will turn it back over to you Jim.

Speaker 2

Thank you, Greg, and thank you to everyone that's joined us on our call today. This concludes our meeting and I do want to express my appreciation to everyone on the line. Thank you and have a great day.

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