SEC Comment Letter for LOCKHEED MARTIN CORP (LMT) (CIK 0000936468) (LMT) — Sep 2, 2022
LOCKHEED MARTIN CORP (LMT) (CIK 0000936468)
Date: Sept. 2, 2022 · CIK: 0000936468 · Accession: 0000000000-22-009597
AI Filing Summary & Sentiment
File numbers found in text: 001-11437
Letter
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.
FirstName LastNameJames D. Taiclet Comapany NameLockheed Martin Corporation September 2, 2022 Page 2 FirstName LastName James D. Taiclet Lockheed Martin Corporation September 2, 2022 Page 2 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
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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.
FirstName LastNameJames D. Taiclet
Comapany NameLockheed Martin Corporation
September 2, 2022 Page 2
FirstName LastName
James D. Taiclet
Lockheed Martin Corporation
September 2, 2022
Page 2
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