Lockheed Martin (NYSE: LMT) shareholders back pay, auditor; reject chair change

Rhea-AI Filing Summary

Lockheed Martin Corporation held its Annual Meeting of Stockholders on May 12, 2026, where 199,144,407 of 230,462,118 shares entitled to vote were represented, constituting an 86.41% quorum. Stockholders elected nine directors to serve until the 2027 annual meeting.

They also approved the advisory vote on compensation of named executive officers, with 148,179,585 votes for, 13,335,167 against, and 2,913,579 abstentions, and ratified Ernst & Young LLP as independent auditors for 2026. A stockholder proposal requiring an independent board chairman received 57,816,372 votes for and 103,555,181 against, so it was not approved.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 230,462,118 shares Shares represented (quorum): 199,144,407 shares (86.41%) Say-on-Pay votes for: 148,179,585 votes +4 more

7 metrics

Shares entitled to vote 230,462,118 shares Outstanding and entitled to vote as of March 2, 2026

Shares represented (quorum) 199,144,407 shares (86.41%) Shares present or represented at May 12, 2026 meeting

Say-on-Pay votes for 148,179,585 votes Advisory vote to approve compensation of named executive officers

Say-on-Pay votes against 13,335,167 votes Advisory vote to approve compensation of named executive officers

Auditor ratification votes for 189,689,064 votes Ratification of Ernst & Young LLP as independent auditors for 2026

Independent chair proposal votes for 57,816,372 votes Stockholder proposal requiring independent board chairman

Independent chair proposal votes against 103,555,181 votes Stockholder proposal requiring independent board chairman

Key Terms

Annual Meeting of Stockholders, Say-on-Pay, independent auditors, Stockholder Proposal, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its Annual Meeting of Stockholders on May 12, 2026"

Say-on-Pay financial

"Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent auditors financial

"Ratification of the Appointment of Ernst & Young LLP as our Independent Auditors for 2026"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Stockholder Proposal financial

"Stockholder Proposal Requiring Independent Board Chairman"

independent board chairman financial

"Stockholder Proposal Requiring Independent Board Chairman"

Understanding 8-K Material Events →

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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 12, 2026

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 5.07 Submission of Matters to a Vote of Security Holders.

Lockheed Martin Corporation (the “Company”) held its Annual Meeting of Stockholders on May 12, 2026. Of the 230,462,118 shares outstanding and entitled to vote (as of the March 2, 2026 record date), 199,144,407 shares were represented at the meeting, or an 86.41% quorum. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:

Proposal 1 - Election of Directors

Stockholders elected 9 individuals to the Board of Directors of the Company to serve as directors until the Annual Meeting of Stockholders in 2027 and until their successors have been duly elected and qualified:

						Votes For						Votes Against						Abstentions						Broker Non-Votes
John C. Aquilino						158,633,512						2,768,218						3,026,600						34,716,076
David B. Burritt						155,384,755						5,997,750						3,045,825						34,716,076
John M. Donovan						156,636,466						4,686,651						3,105,194						34,716,076
Thomas J. Falk						143,012,071						18,276,054						3,140,206						34,716,076
Vicki A. Hollub						156,950,329						4,439,479						3,038,523						34,716,076
Debra L. Reed-Klages						155,591,810						5,798,855						3,037,666						34,716,076
James D. Taiclet						153,909,672						8,128,238						2,390,402						34,716,076
Heather A, Wilson						158,393,008						3,083,791						2,951,532						34,716,076
Patricia E. Yarrington						157,785,232						3,650,499						2,992,600						34,716,076

Proposal 2 - Advisory Vote to Approve the Compensation of our Named Executive Officers (Say-on-Pay)

Stockholders approved Proposal 2.

Votes For						Votes Against						Abstentions						Broker Non-Votes
148,179,585						13,335,167						2,913,579						34,716,076

Proposal 3 - Ratification of the Appointment of Ernst & Young LLP as our Independent Auditors for 2026

Stockholders approved Proposal 3.

Votes For						Votes Against						Abstentions
189,689,064						7,551,414						1,903,929

Proposal 4 - Stockholder Proposal Requiring Independent Board Chairman

Stockholders did not approve Proposal 4.

Votes For						Votes Against						Abstentions						Broker Non-Votes
57,816,372						103,555,181						3,056,778						34,716,076

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 12, 2026			By:			/s/ John E. Stevens
						John E. Stevens
						Vice President and Chief M&A and Securities
						Counsel and Assistant Corporate Secretary

FAQ

What did Lockheed Martin (LMT) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing nine directors, approving executive compensation, ratifying Ernst & Young LLP as 2026 auditors, and a stockholder proposal to require an independent board chairman. All management proposals passed; the independent chairman proposal did not.

What quorum was reached at Lockheed Martin (LMT)'s May 12, 2026 annual meeting?

The meeting achieved an 86.41% quorum, with 199,144,407 shares represented out of 230,462,118 shares outstanding and entitled to vote as of the March 2, 2026 record date, indicating strong shareholder participation.

How did Lockheed Martin (LMT) shareholders vote on Say-on-Pay in 2026?

Shareholders approved the advisory vote on executive compensation with 148,179,585 votes for, 13,335,167 against, and 2,913,579 abstentions, plus 34,716,076 broker non-votes. This indicates broad support for the company’s named executive officer pay program.

Was Ernst & Young LLP reappointed as Lockheed Martin (LMT)'s auditor for 2026?

Yes. Stockholders ratified Ernst & Young LLP as independent auditors for 2026 with 189,689,064 votes for, 7,551,414 against, and 1,903,929 abstentions, reflecting strong overall support for the existing audit relationship.

Did Lockheed Martin (LMT) stockholders approve a proposal for an independent board chairman?

No. The stockholder proposal requiring an independent board chairman received 57,816,372 votes for, 103,555,181 against, 3,056,778 abstentions, and 34,716,076 broker non-votes, so it did not pass and the current board leadership structure remains.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB