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United States securities and exchange commission logo
September 2, 2022
James D. Taiclet
Chief Executive Officer
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, MD 20817
Re: Lockheed Martin
Corporation
Definitive Proxy
Statement on Schedule 14A
Filed March 11,
2022
File No. 001-11437
Dear Mr. Taiclet:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 11, 2022
General
1. Please expand your
discussion of the reasons you believe that your leadership structure is
appropriate, addressing
your specific characteristics or circumstances. In your discussion,
please also address how
the experience of your Lead Director is brought to bear in
connection with your
board s role in risk oversight.
2. Please expand upon the
role that your Lead Director plays in the leadership of the board.
For example, please
enhance your disclosure to address whether or not your Lead Director
may:
require board
consideration of, and/or override your CEO on, any risk matters; or
provide input on
design of the board itself.
James D. Taiclet
FirstName LastNameJames D. Taiclet
Lockheed Martin Corporation
Comapany 2,
September NameLockheed
2022 Martin Corporation
September
Page 2 2, 2022 Page 2
FirstName LastName
3. Please expand upon how your board administers its risk oversight
function. For example,
please disclose:
why your board elected to retain direct oversight
responsibility for cybersecurity
rather than assign oversight to a board committee;
the timeframe over which you evaluate risks (e.g., short-term,
intermediate-term, or
long-term) and how you apply different oversight standards based
upon the
immediacy of the risk assessed;
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often you re-assess your risk environment;
how the board interacts with management to address existing
risks and identify
significant emerging risks;
whether you have a Chief Compliance Officer and to whom this
position reports; and
how your risk oversight process aligns with your disclosure
controls and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Christopher Dunham at (202) 551-3783 or Barbara Jacobs at
(202) 551-
3735 with any questions.
Sincerely,
Division of
Corporation Finance
Disclosure
Review Program