SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the
Registranto
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Filed by a Party other than the
Registranto
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Check the appropriate box:
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o Preliminary
Proxy Statement
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o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
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o Definitive
Proxy Statement
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þ Definitive
Additional Materials
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| o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 | ||
Lockheed Martin Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
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(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
Christopher E. Kubasik, Executive Vice President and Chief Financial Officer of Lockheed
Martin Corporation, made the following remarks as part of the Corporation’s first quarter earnings
teleconference on April 25, 2006:
I want to remind you that our annual
shareholders meeting will be held this Thursday, April
27. We believe
that the management team runs the Company with policies and practices
which focus on corporate governance while maximizing
shareholder value, and that our Board provides the appropriate oversight. We listen and
respond appropriately to input from our shareholders. At our annual meeting on Thursday,
you will be electing our board of directors and voting on proposals affecting shareholder
value.
I would like to highlight
two proposals, both of which are detailed in our proxy statement. The first is #4 on the proxy card – management’s
proposal to amend our charter to eliminate certain existing supermajority voting
provisions.
The Board, as
part of Lockheed Martin’s continuing commitment to the best governance
practices, evaluated and decided
to remove the supermajority vote provisions for removal of director and for approval of
certain business combinations from our charter.
The second proposal, presented by a shareholder as # 6 on the proxy card, goes beyond
eliminating super-majority provisions. It seeks to require a simple majority vote on all
matters. We believe that the simple majority should be one of all shareholders (a “true majority”). We
do not believe it is appropriate to make major decisions affecting all shareholders using
only a simple majority of the votes cast at a meeting.
Proposal # 6 refers to a simple majority
of votes cast. If implemented, as little as 25.1% of the outstanding
voting power of the corporation could be making
decisions which affect all shareholders. We do not consider this to be appropriate
corporate governance. For this reason, we are asking for your support and to vote with the
Board’s recommendations on those proposals.
In addition, other members of management or employees of the Corporation may refer to the text of
the above remarks, or make similar statements, in discussions with individual stockholders in
connection with the solicitation of proxies for the Corporation’s Annual Meeting of Stockholders to
be held on April 27, 2006.