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AGM 2020

Apr 23, 2020

Speaker 1

Hello, and welcome to the 2020 Annual Meeting of Stockholders of Lockheed Martin Corporation. Please note that today's meeting is being recorded. During the meeting, we'll have a discussion period. You can submit questions or comments at any time by clicking the message icon, It is now my pleasure to turn today's meeting over to Marilyn Hewson, Chairman, President and Chief Executive Officer of Lockheed Martin. Ms.

Hewson, the floor is yours.

Speaker 2

Thank you, and good morning, everyone. I am Marilyn Hewson, Chairman, President and CEO of Lockheed Martin. Welcome to Lockheed Martin's 2020 Virtual Annual Meeting of Stockholders. This annual meeting is being conducted exclusively online for the first time due to the public health concerns regarding COVID-nineteen and government recommended and required limits on gathering and events. Holding this year's meeting virtually is important to protecting the health and safety of the corporation's stockholders, employees and community.

Before I turn to the official meeting business, I want to take a moment to personally thank our employees, many of whom are stockholders, for remaining dedicated in these uncertain times to performing and delivering on our mission critical commitments to our customers that are vital to national security. Across our corporation, we have implemented measures such as converting today's meeting to a virtual meeting to protect our employees and deal with the challenges of this health crisis. We have also taken steps to do our part as a corporation to support those on the front lines of this crisis, and we continue to be resolved to find additional ways to contribute to the relief and recovery from COVID-nineteen. We appreciate those stockholders who have taken the time to join our meeting today, and we hope that you and your families are all safe and well. Turning to the meeting.

To be deemed present and to have the ability to vote during the meeting, you must have accessed the meeting by entering the control number previously provided to you by our transfer agent Computershare. Only registered stockholders as of the close of business on February 24, 2020, the record date, were beneficial owners who obtained a legally valid proxy from their broker, bank or other nominee and presented it to Computershare in advance of the meeting will be able to vote and submit questions during the meeting. Those who have logged in as guests are in listen only mode and will not be able to submit questions. In addition, we have one stockholder proponent who will present his proposal. The meeting is now called to order.

Let me first advise everyone that some of our remarks today may be considered forward looking statements, which cover future events. Please be aware that the corporation's actual results may vary from what we believe or anticipate. Please refer to our SEC filings, including our 2019 Form 10 ks and Q1 2020 Form 10 Q for information on factors that could cause our actual results to differ materially from our forward looking statements. These filings are available on Lockheed Martin's website and on the SEC's website. Joining me virtually from various locations 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 Corporation Trust Company, who have been appointed to serve as the inspectors of election at the meeting.

Also joining virtually are members of our management team, including Ken Possenried, our Executive Vice President and Chief Financial Officer Greg Gardner, our Vice President of Investor Relations and my fellow Board members, including Dan Akerson, our Lead Independent Director Dave Burrett Bruce Carlson Joe Dunford Jim Ellis Tom Falk Eileen Gordon Vicky Hollub Jay Johnson, Deborah Reid Klages and Jim Taiclet, who is also Lockheed Martin's future President and CEO effective June 15, 2020. I want to thank each of our Board members for joining the meeting and for their dedication and willing to serve on the Board. Lastly, representatives from our independent auditors are also present at the meeting. During the discussion period that follows the meeting, they will be available 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, you may do so by clicking the message icon, typing it into the Ask a Question field on your screen and clicking submit. Please limit yourself to one question Mary Anne has advised me that the notice of this meeting, the proxy statement and the annual report were duly and properly distributed to all stockholders of record as of February 24, 2020, and that the affidavits to that effect will be filed with the records of this meeting. The inspectors preliminary report shows that more than 255,000,000 shares or more than 90% of the shares outstanding and entitled to vote are present here today. This meets the quorum requirement of our bylaws and we may proceed with today's meeting. Today's meeting will focus on 5 proposals described in the proxy statement.

The proposals are: the election of 12 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 and the proxy statement the approval of the Lockheed Martin 2020 Incentive Performance Award Plan and 1 stockholder proposal. 3 of our directors, Dan Akerson, Jim Ellis and Tom Falk have been appointed proxies by the holders of at least 201,000,000 shares and have voted these shares in accordance with the instructions of those stockholders. Registered stockholders who wish to vote during the meeting may do so throughout the meeting until I announce the polls have been closed. If you have already voted by proxy, there is no need to vote during the meeting unless you wish to change your vote. We'll turn now to the official business of this meeting.

Proposal 1, the nomination of 12 directors to serve on the Board of Directors. Since our last annual meeting, we have added 2 new directors: Deborah Reid Klages, Retired Chairman, President and Chief Executive Officer of Sempra Energy and Joe Dunford, retired United States Marine Corps General and former Chairman of the Joint Chiefs of Staff. The detailed biographies of all our director nominees are presented on Pages 11 through 16 of the proxy statement. Proposal 2 is the ratification of the appointment of Ernst and Young LLP as our independent auditors for 2020. Proposal 3 is the advisory vote to approve the compensation of our named executive officers.

Proposal 4 is the approval of the Lockheed Martin Corporation 2020 Incentive Performance Award Plan. Proposal 5 is a stockholder proposal offered by John Chevedden. The proposal requests that the corporation adopt stockholder action by written consent. The stockholder proposal and the Board's opposition statement are presented on Pages 8889 of the proxy statement. Mr.

Chvedden is on the phone today to present his proposal. Operator, we are ready for Mr. Chvedden.

Speaker 1

Thank you. Mr. Chvedden's line has been activated.

Speaker 2

Mr. Chevedden, would you please introduce Proposal 5? I'm sorry, Mr. Chevedden, would you please introduce Proposal 5?

Speaker 3

Hello. This is John Chvedden to introduce Proposal 5, show the right to act by written consent. Can you hear me okay?

Speaker 2

Yes, we can, Mr. Chibetin.

Speaker 3

I'd like to make a point of order that this meeting is not accessible by computer. I have computer share up here on the screen. I put in the control number and the password and it's not accessible. And I make a motion that the meeting be adjourned until this meeting can be accessible by computer.

Speaker 2

I'm sorry, Mr. Chevedden. If you were having trouble, we have checked with all the other people that have dialed in on this and no one else is having problems getting into the meeting. So we'll proceed with the meeting.

Speaker 3

How many people is that that you checked with?

Speaker 2

We have over 50 people on the line as we speak.

Speaker 3

Well, this meeting should be accessible to any shareholder that tries to access it.

Speaker 2

Well, Mr. Chabedon, you are

Speaker 3

I'll continue with this proposal. It's pardon?

Speaker 2

I was going to say, Mr. Chabedon, you are accessed into the meeting. You're able to hear me to proceed with the meeting.

Speaker 3

Right. But I can't ask any question at this meeting. I cannot ask any question at this meeting. I'm locked out. And I don't know how many other shareholders are locked out of this meeting.

I'll continue with the proposal. Shareholders request that our Board of Directors take the steps necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present in voting. Taking action by written consent in place of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director. Dozens of Fortune 500 companies provide for both shareholder rights to act by written consent and to call a special meeting. Plus our high 25% threshold for shareholders to call a special meeting has bureaucratic pitfalls that trigger minor shareholder errors that could mean that 50% of shares would need to ask for a special meeting in order to be sure of attaining the threshold of 25% without errors.

One can be sure that Lockheed Martin management will be sharp to spot any errors to disqualify shareholders. The right for shareholders to act by written consent is gaining acceptance as a more important right than the right to call a special meeting. This seems to be the conclusion of the Intel Corporation shareholder vote at the 2019 Intel's annual meeting. The directors at Intel apparently thought they could divert shareholder attention away

Speaker 2

from

Speaker 3

responded with greater support for written consent in 2019 compared to 2018. Written consent won 45% support at the Bank of New York Mellon in 2018. In response to the 45% vote, the Bank of New York Mellon said it adopted written consent in 2019. This proposal topic would have received majority support at our 2018 annual meeting if our management had been neutral on this topic. This proposal topic may have won majority support from the Lockheed Martin show as in 2018 you had access to independent proxy voting advice.

This is a proposal topic that can gain increased shareholder support even if management opposes it. Management seems to have an unfounded fear of this proposal because this year management formatted this proposal in a far less neutral manner than it was presented in the 2018 Lockheed Martin proxy. It seems contradictory for management to talk about shareholder engagement in its 2020 proxy and meanwhile puts its efforts into taking up new ways to create an unlevel field for shareholder proposals. Please vote yes shareholder write deck by written consent proposal 5. And since I can't access this meeting by computer, can the meeting operator let me ask questions when you get to the Q and A section of the meeting?

Speaker 2

If you I'm sorry, yes, that's okay for us to do that, operator. When we get to the Q and A section, once we've adjourned the official meeting and we move to Q and A, we can work with Mr. Chvedden so he can ask a question. Thank you, Mr. Chvedden.

And operator, you now may put Mr. Chvedden's line back on mute. So with all five proposals properly presented, I will pause now briefly before closing the polls to allow those online to complete their voting. Okay. Thank you.

I now declare the polls closed. At this time, I'd like to announce the preliminary voting results on the 5 proposals presented today. Official results will be announced by the filing of a Form 8 ks within 4 business days. Proposal 1, each of the 12 director nominees has been elected to the Board of Directors. Proposal 2, the appointment of Ernst and Young LLP as our independent auditors for 2020 has been ratified.

Proposal 3, the compensation of our named executive officers has been approved on an advisory basis. Proposal 4, the Lockheed Martin Corporation 2020 Incentive Performance Award Plan has been approved And Proposal 5, the stockholder proposal to adopt action by written consent has been rejected. This concludes the official business of our meeting today, and the meeting is now adjourned. We will now open the meeting I will now turn to Greg Gardner, our Vice President of Investor Relations to moderate the Q and A. Greg?

Speaker 3

Thank you, Marilyn. It appears there are no additional questions today. I'll turn it back over to you.

Speaker 2

So before you turn it back to me, I understand that Mr. Chiveden had a question. Can we open up Mr. Chevedden's line so that he can ask his question?

Speaker 1

Mr. Chevedden, your line is now activated.

Speaker 3

Yes. Well, since there's no other question, I'd certainly like to ask some more than one question. I wanted to know how much was spent on stock buybacks in 2019?

Speaker 2

So I'll turn that question over to Ken Posnery, our Executive Vice President and Chief Financial Officer for Lockheed Martin. Ken, would you please answer that question?

Speaker 1

I certainly will. Good morning, Mr. Chevedden. We spent roughly 1 point $4,000,000,000 on share buybacks last year.

Speaker 3

And I have some questions that, if that's possible, a few brief questions on the F-thirty five.

Speaker 2

Yes, Mr. Chitavette, and we'll allow at least one more question. And then I would suggest that we spend some time with you directly instead of keeping taking too much longer on this call. I mean, happy to spend some time with you after the call to answer all of your questions, but please go ahead.

Speaker 3

Yes. We're 18 minutes into the call. It's really taxing. So how many F-35s will be produced in 2020? And when will the Navy version of the F-thirty five be operational on aircraft carrier?

Speaker 2

Well, first of all, in terms of the numbers, our intention is to deliver about 140 aircraft this year in 2020. And number 2, the Navy has already declared the aircraft for initial operational capability. So it is prepared for combat deployment from whatever means that they determine that they want to deploy it. Thank you, Mr. Chevedden.

So this concludes our meeting today, and I want to thank all of you who attended today's meeting. Operator?

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