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): October 29, 2018
LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
Maryland | 1-11437 | 52-1893632 |
(State or other jurisdiction | (Commission file number) | (I.R.S. 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)) |
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 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plan.
In connection with a planned change in the administration of its employee savings plans to Empower Retirement effective January 1, 2019, on October 29, 2018, Lockheed Martin Corporation (the “Corporation”) received a notice (the "Notice") required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 (ERISA), regarding a blackout period under each of the following plans (each, a "Plan" and collectively, the "Plans"):
• | Lockheed Martin Corporation Salaried Savings Plan, |
• | Lockheed Martin Corporation Performance Sharing Plan for Bargaining Employees, |
• | Lockheed Martin Corporation Hourly Employee Savings Plan Plus, |
• | Lockheed Martin Corporation Basic Benefit Plan for Hourly Employees, |
• | Lockheed Martin Corporation Operations Support Savings Plan, |
• | Lockheed Martin Corporation Supplemental Savings Plan, |
• | Lockheed Martin Corporation Capital Accumulation Plan, |
• | Lockheed Martin Corporation Capital Accumulation Plan for Hourly Employees, |
• | Lockheed Martin Corporation Nonqualified Capital Accumulation Plan, and |
• | Lockheed Martin Corporation Deferred Management Incentive Compensation Plan. |
The Plans include Lockheed Martin common stock as an investment option. During the Blackout Period (as defined below), participants will be unable to access their Plan accounts to transfer or diversify their investments, to change their investment elections or to obtain loans, withdrawals or distributions.
The temporary blackout period will begin at 4:00 P.M. Eastern time on December 26, 2018, and end at 8:00 A.M. Eastern time on January 9, 2019 (the "Blackout Period"). Notice of the Blackout Period was sent to participants in each of the Plans on October 29, 2018. On October 29, 2018, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR (Blackout Trading Restriction), the Corporation sent a separate notice (the "Insider Notice") to its directors and executive officers informing them that during the Blackout Period they will generally be prohibited from purchasing, selling, or otherwise acquiring or transferring Lockheed Martin common stock or derivative securities with respect to Lockheed Martin common stock acquired in connection with service or employment as directors or officers of Lockheed Martin. A copy of the Insider Notice is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Inquiries concerning the Insider Notice or the Blackout Period, including the beginning and ending dates of the trading restrictions (and for a period of two years after the ending date of the Blackout Period), may be directed without charge to:
Lockheed Martin Corporation
Attention: General Counsel
6801 Rockledge Drive
Bethesda, Maryland 20817
Telephone Number: 301-897-6000
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | ||
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: October 29, 2018 | By: | /s/ Stephen M. Piper | |
Stephen M. Piper | |||
Vice President and Associate General Counsel | |||
Exhibit 99.1
IMPORTANT NOTICE OF
BLACKOUT PERIOD IN LOCKHEED MARTIN COMMON STOCK
To: Directors and Executive Officers of Lockheed Martin Corporation (“Lockheed Martin”)
From: Maryanne R. Lavan
Date: October 29, 2018
This notice is to inform you of significant restrictions on your ability to transact in Lockheed Martin securities during an upcoming “blackout period”. The additional restrictions during this period are imposed on Lockheed Martin directors and executive officers by Section 306(a) of the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission (“SEC”) Regulation BTR (Blackout Trading Restriction). It is in addition to Lockheed Martin’s regularly scheduled blackout periods related to our earnings releases.
The blackout period is due to a change in the recordkeeper of the Lockheed Martin Savings Plans. To facilitate the migration of the Savings Plans to the new recordkeeper, Empower Retirement, there will be a blackout period during which Savings Plan participants will be unable to transfer or diversify investments or obtain a loan, withdrawal, or distribution from the Savings Plans. The blackout period will begin at 4 p.m. Eastern time on Dec. 26, 2018, and will end at 8 a.m. Eastern time on Jan. 9, 2019 (such period, the “Blackout Period”).
In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, during the Blackout Period, Lockheed Martin directors and executive officers are, with limited exceptions, prohibited from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of Lockheed Martin acquired in connection with his or her services as a director or executive officer.
Please note the following:
• | The term “equity securities” is defined broadly to include Lockheed Martin common stock, options, and other derivatives. |
• | Transactions covered by this trading restriction are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household). |
• | Among other things, you are prohibited from exercising options granted to you in connection with your services as a director or executive officer, selling Lockheed Martin common stock acquired pursuant to such options, selling Lockheed Martin common stock originally received as a restricted stock grant or upon the vesting of restricted or performance stock units, or selling shares to cover withholding taxes upon the vesting of restricted stock or restricted or performance stock units. |
• | Although you are permitted to engage in transactions involving equity securities that were not acquired in connection with your services as a director or executive officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements. |
These prohibitions apply in addition to the trading restrictions under Lockheed Martin’s insider trading policy (CPS-722, Compliance with United States Securities Laws). If you engage in a transaction that violates these laws and regulations, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties. Because of the complexity of the regulations and the severity of the penalties and other remedies, please contact me before engaging in any transaction involving Lockheed Martin equity securities during the Blackout Period.
If you have any questions about the Blackout Period, its beginning or ending dates or the information in this notice, please feel free to contact me at 301-897-6000 or at Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, MD 20817.
Thank you.