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LMT > SEC Filings for LMT > Form 8-K on 27-Apr-2009All Recent SEC Filings

Show all filings for LOCKHEED MARTIN CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for LOCKHEED MARTIN CORP


27-Apr-2009

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Event


Item 5.03. Amendment to Articles of Incorporation.

As disclosed in Item 8.01 below, the Corporation's stockholders approved a proposal to amend the Corporation's charter to delete the 80% supermajority vote requirement for amendment of Article XIII. A description of the amendment to the Charter is set forth on pages 67 to 68 of the Corporation's definitive proxy statement for the 2009 Annual Meeting of Stockholders filed on Schedule 14A with the SEC on March 13, 2009. The articles of amendment to the charter became effective upon filing of the articles of amendment on April 24, 2009 with the State Department of Assessments and Taxation of the State of Maryland.



Item 8.01. Other Events.

Lockheed Martin Corporation held its Annual Meeting of Stockholders on April 23, 2009. Of the 394,181,463 shares outstanding and entitled to vote, 359,506,045 shares were represented at the meeting, or a 91.20% quorum. During the meeting, the stockholders voted on the following matters and:

Proposal 1 - Election of Directors

• Elected the following thirteen individuals to the Board of Directors to serve as directors until the Annual Meeting of Stockholders in 2010 and until their successors have been duly elected and qualified:

                                     Votes Cast     Votes Cast      Votes
                                         For         Against       Abstain
         E. C. "Pete" Aldridge Jr.   279,064,219    77,265,647     3,176,179

         Nolan D. Archibald          260,596,593    93,761,743     5,147,709

         David B. Burritt            349,285,844     6,075,939     4,144,262

         James O. Ellis Jr.          348,378,609     7,248,271     3,879,165

         Gwendolyn S. King           338,768,403    16,877,855     3,859,787

         James M. Loy                333,443,776    21,010,147     5,052,122

         Douglas H. McCorkindale     276,959,762    78,667,268     3,879,015

         Joseph W. Ralston           328,281,907    26,248,126     4,976,012

         Frank Savage                312,346,482    27,472,468    19,687,095

         James M. Schneider          275,611,501    79,744,778     4,149,766

         Anne Stevens                277,078,297    78,769,926     3,657,822

         Robert J. Stevens           347,881,591     8,728,043     2,896,411

         James R. Ukropina           324,141,647    31,166,898     4,197,500


Proposal 2 - Ratification of Appointment of Independent Auditors

• Ratified the appointment of Ernst & Young LLP as the Corporation's independent auditors for the year ended December 31, 2009. There were 349,791,013 votes for the appointment, 8,005,696 votes against the appointment, and 1,709,336 abstentions.

Proposal 3 - To Amend the Charter to Delete the 80% Supermajority Vote Requirement for Amendment of Article XIII

• Approved the proposal to amend the Charter to delete the 80% supermajority vote requirement for amendment of Article XIII. There were 334,750,605 votes for the proposal, 20,957,491 votes against the proposal, and 3,797,949 abstentions.

Proposal 4 - Stockholder Proposal by The Sisters of Mercy of the Americas, Regional Community of Detroit Charitable Trust and Other Groups

• Rejected a stockholder proposal that recommended the Corporation provide to stockholders a report on certain information relating to the Corporation's space-based weapons program. There were 19,738,935 votes for the proposal, 259,251,430 votes against the proposal, 49,949,605 abstentions and 30,566,075 broker non-votes.

Proposal 5 - Stockholder Proposal by The City of Philadelphia Public Employees Retirement System and the Miami Fire Fighters' Relief and Pension Fund

• Rejected a stockholder proposal that recommended that the Board of Directors adopt a policy requiring stockholder approval on agreements that would provide payments or awards after a senior executive's death that are unrelated to services rendered to the Corporation. There were 122,748,509 votes for the proposal, 199,775,407 votes against the proposal, 6,416,054 abstentions and 30,566,075 broker non-votes.

Proposal 6 - Stockholder Proposal by John Chevedden

• Rejected a stockholder proposal requesting that the Board of Directors adopt a policy to give stockholders an opportunity to vote on a resolution to ratify the compensation of the named executive officers. There were 148,172,194 votes for the proposal, 164,875,869 votes against the proposal, 15,891,907 abstentions and 30,566,075 broker non-votes.


Item 9.01. Exhibits.

Exhibit No. Description

3.1 Articles of Amendment to Charter of Lockheed Martin Corporation


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