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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Lockheed Martin Corporation</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>CEO and Chair Separation </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman.<br> <br>The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now.</p>
<p dir=”ltr”>An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting investor confidence. </p>
<p dir=”ltr”>This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to the Company’s long-term sustainability and credibility. </p>
<p dir=”ltr”>This may be a particularly good time to consider the merits of this proposal. Lockheed Martin stock was at $440 in 2020 and at only $500 in late 2025.</p>
<p dir=”ltr”>2025 news reports have reflected unfavorably on Lockheed Martin, primarily due to financial losses, program challenges, and a related investor lawsuit. This includes a $1.8 billion pre-tax loss, related to classified aeronautics and missile programs in January 2025. An additional $950 million pre-tax loss on a highly-classified “Skunk Works” program and a $570 million pre-tax loss on the Canadian Maritime Helicopter Program in June 2025.<br><br>An August 2025 lawsuit alleged that Lockheed Martin misled shareholders about its financial health between January 2024 and July 2025. The complaint claims the company lacked effective internal controls and failed to disclose risks that led to billions in program write-downs. Lockheed Martin’s chief financial officer, Jay Malave, left the company in April 2025, just months before the significant second-quarter losses were revealed. <br><br>The F-35 fighter jet program, which accounts for a substantial portion of Lockheed Martin’s revenue, experienced delivery delays again in 2025. An October 2025 Government Accountability Office report stated that the F-35 will never live up to its ambitious promises, following nearly a quarter-century of development. </p>
<p>In October 2025, it was reported that delays from engine supplier Pratt & Whitney would postpone the finalization of contracts for F-35 engines until the spring of 2026. Throughout 2025, Elon Musk criticized legacy defense programs, including the F-35, and has called for the mass production of cheaper, AI-powered drones.<br><br>Lockheed Martin accrued $100 million in interest as it contests a claim from the IRS for an additional $4.6 billion in income tax liability.</p>
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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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