January 13, 2026

Kevin J. O’Connor

Lockheed Martin Corporation

Re:

Lockheed Martin Corporation (the “Company”)

Incoming Letter dated January 5, 2026

Dear Kevin J. O’Connor:

This letter is in response to your correspondence concerning the shareholder

proposal (the “Proposal”) submitted to the Company by The Bahnsen Family Trust for

inclusion in the Company’s proxy materials for its upcoming annual meeting of security

holders.

The Company represents that it has a reasonable basis to exclude the Proposal.

Based solely on that representation, we will not object if the Company excludes the

Proposal from its proxy materials.

Copies of all of the correspondence on which this response is based will be made

available on our website.

Sincerely,

Division of Corporation Finance

Office of Chief Counsel

cc:

Jerry Bowyer

Bowyer Research, Inc.

Lockheed Martin Corporation

6801 Rockledge Drive Bethesda, MD 20817

Telephone 301

897

9856

Kevin J. O’Connor

Senior Vice President, General Counsel & Corporate Secretary

January 5, 2026

VIA STAFF ONLINE FORM

Office of the Chief Counsel

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re: Lockheed Martin Corporation – 2026 Annual Meeting – Notice of Intent to Exclude from

Proxy Materials Shareholder Proposal Submitted by Bowyer Research on behalf of The

Bahnsen Family Trust

Ladies and Gentlemen:

Pursuant to Exchange Act Rule 14a-8(j) under the Securities Exchange Act of 1934, Lockheed

Martin Corporation, a Maryland corporation (the “Company”), hereby notifies the Division of

Corporation Finance of the Securities and Exchange Commission (the “Commission”) that the

Company will exclude from its proxy materials for its 2026 Annual Meeting of Shareholders

scheduled for May 12, 2026 (the “2026 Proxy Materials”), a shareholder proposal and related

supporting statement (collectively, the “Proposal”) submitted by Bowyer Research on behalf of

The Bahnsen Family Trust (the “Proponent”). The Company believes it may properly exclude

the Proposal from its 2026 Proxy Materials for the reasons discussed below.

The Company values the perspectives of its stockholders and seeks to respond to stockholders’

questions and concerns promptly and substantively. Since receiving the Proposal from the

Proponent on November 24, 2025, the Company has engaged with the Proponent via video

conference and has researched and responded via email to specific questions and concerns the

Proponent raised during the engagement. The Company intends to continue corresponding

with the Proponent to address their concerns.

Pursuant to Rule 14a-8(j), we are:



electronically submitting this letter and its attachments to the Commission via the online

Shareholder Proposal Form located on the Commission's website no later than 80

calendar days before the Company intends to file its 2026 Proxy Materials with the

Commission; and



concurrently sending copies of this correspondence to the Proponent as notification of

the Company's intention to exclude the Proposal from its 2026 Proxy Materials.

Rule 14a-8(k) and the Commission's Staff Legal Bulletin No. 14D (Nov. 7, 2008) (“SLB 14D”)

provide that shareholder proponents are required to send companies a copy of any

correspondence that the proponent elects to submit to the Commission or the Staff. Accordingly,

the Company is taking this opportunity to inform the Proponent that if the Proponent elects to

submit additional correspondence to the Commission or the Staff with respect to the Proposal, a

copy of that correspondence should be furnished concurrently to the undersigned on behalf of

the Company pursuant to Rule 14a-8(k) and SLB 14D.

The Company currently intends to file its definitive 2026 Proxy Materials with the Commission

on or about March 26, 2026.

The Proposal

“Resolved: Shareholders request that Lockheed Martin conduct an evaluation and issue

a report within the next year, at reasonable expense and excluding proprietary or

confidential information, analyzing the benefits, costs, and legal, reputational,

competitive, and other relevant risks of the company’s charitable support.”

II.

Basis for Exclusion

As discussed more fully below, the Company has a reasonable basis to conclude that

the Proposal may be excluded from the Company's 2026 Proxy Materials pursuant to

Rule 14a-8(i)(7) because the Proposal deals with a matter relating to the Company’s

ordinary business operations and does not focus on a significant policy issue that

transcends ordinary business operations.

Background on Rule 14a-8(i)(7)

Rule 14a-8(i)(7) permits a company to exclude a shareholder proposal from its proxy

materials if it “deals with a matter relating to the company's ordinary business

operations.” The Commission has explained that the term “ordinary business” is rooted

in the principle that management must have flexibility to direct certain core business

matters without shareholder interference. See Exchange Act Release No. 34-40018

(May 21, 1998) (“Release”). The Release further states that the policy underlying the

exclusion is “to confine the resolution of ordinary business problems to management and

the board of directors, since it is impracticable for shareholders to decide how to solve

such problems at an annual shareholders meeting.” The Commission has identified two

key considerations as to whether a proposal deals with a matter relating to a company’s

ordinary business. First, the Commission recognizes that “[c]ertain tasks are so

fundamental to management's ability to run a company on a day-to-day basis that they

could not, as a practical matter, be subject to direct shareholder oversight.” Second, the

Commission considers the degree to which a proposal seeks to “micro-manage” the

company by probing too deeply into matters of a complex nature upon which

shareholders, as a group, would not be in a position to make an informed judgment. Id.

This Proposal implicates the first consideration.

The Commission has reaffirmed this principle in its latest guidance. Staff Legal Bulletin

No. 14M (Nov. 17, 2025) (“SLB 14M”) clarifies that a proposal is excludable under Rule

14a-8(i)(7) when it addresses matters that are so central to management's ability to run

the company unless the proposal raises a significant policy issue that transcends such

company's ordinary business operations.

This principle applies regardless of whether a proposal is framed as a request for a

report. The Commission has consistently held that proposals requesting reports are

excludable under Rule 14a-8(i)(7) if the subject matter of the report relates to the

company's ordinary business. See Exchange Act Release No. 34-20091 (Aug. 16,

1983). Further, in Staff Legal Bulletin No. 14E (Oct. 27, 2009) (“SLB 14E”), the

Commission emphasized that a proposal seeking a risk assessment does not avoid

exclusion if the underlying subject matter concerns ordinary business operations. See,

e.g.,

The TJX Companies, Inc.

(avail. Mar. 29, 2011);

Amazon.com, Inc.

(avail. Mar. 21,

2011);

Wal-Mart Stores, Inc.

(avail. Mar. 21, 2011).

Finally, when assessing proposals under Rule 14a-8(i)(7), the Staff considers the terms

of the resolution and its supporting statement as a whole. See Staff Legal Bulletin No.

14C (June 28, 2005) (“In determining whether the focus of these proposals is a

significant social policy issue, we consider both the proposal and the supporting

statement as a whole”).

The Proposal Deals with Matters Relating to the Company's Ordinary Business

Operations

In seeking to dictate to the Company a particular organization that they consider

undeserving of the Company's charitable contributions, the Proponent implicates the

above-described policy considerations of the ordinary business exclusion. Decisions as

to the appropriate recipients of the Company's charitable contributions are ordinary

business decisions made by management as part of its day-to-day operation of the

Company. The ability to make such decisions is fundamental to management's ability to

control the operations of the Company and, as such, is not appropriately delegated to

shareholders. Shareholders, as a group, are simply not well-positioned to oversee,

through the proxy process, the decisions the Company regularly makes with respect to

charitable contributions in the dynamic circumstances in which it operates.

The Staff has consistently taken the position that proposals that relate to

contributions to specific types of organizations are part of a company's ordinary

business operations and thus may be excluded under Rule 14a-8(i)(7). See,

e.g.,

AT&T Inc.

(avail. Jan. 15, 2021) (facially neutral proposal requesting a report on

charitable contributions where the supporting statement made clear the focus was on

organizations supporting the Black Lives Matter movement);

The Walt Disney Co.

(avail.

Nov. 20, 2014) (proposal requesting the company continue to classify the Boy Scouts of

America as a charitable organization so it may continue to receive matching

contributions);

The Home Depot, Inc.

(avail. Mar. 18, 2011) (facially neutral proposal

requesting the company to disclose the recipients of corporate charitable contributions

on the company website related to the company's ordinary business operations – and

could therefore be excluded under Rule 14a-8(i)(7) – because the supporting statement

focused on LGBT issues);

Target Corp.

(avail. March 31, 2010) (proposal requesting a

feasibility study of concrete policy changes, including minimizing donations to

charities that fund animal experiments);

PepsiCo, Inc.

(avail. Feb. 24, 2010)

(proposal to prohibit the support of any organization that rejects or supports

homosexuality);

Starbucks Corporation

(avail. Dec. 16, 2009) (proposal requesting a

feasibility study of concrete policy changes, including minimizing donations to

charities that fund animal experiments);

Pfizer Inc.

(avail. Feb. 12, 2007) (proposal

requesting a report on the justification for the company's charitable contributions to

certain scientific research programs that promote medical research and training

using animals);

Wachovia Corp.

(avail. Jan. 24, 2005) (proposal recommending that

the board disallow contributions to Planned Parenthood and other similar

organizations) and other letters discussed below.

The Staff has historically looked at all of the facts, circumstances and evidence

surrounding a shareholder proposal, including supporting statements, to determine

whether a proposal is actually directed towards contributions to specific types of

charitable organizations, as evidenced by the no-action letters cited below. As a

result, even where a resolution itself is facially neutral, the Staff has consistently

permitted the exclusion of proposals under Rule 14-8(i)(7) where the statements

surrounding a facially neutral proposed resolution indicate that the proposal would

serve as a shareholder referendum on donations to a particular type of charitable

organization or group. See,

e.g., JPMorgan Chase & Co.

(avail. Feb. 28, 2018)

(facially neutral resolution where the supporting statement focused on the

company’s contributions to Planned Parenthood and the Southern Poverty Law

Center);

Starbucks Corporation

(avail. Jan. 4, 2018) (facially neutral resolution

where the supporting statement criticized the company’s contributions to Planned

Parenthood);

Johnson & Johnson

(avail. Feb. 12, 2007) (facially neutral resolution

but a majority of the proposal's preamble and supporting statement referred to

abortion and same-sex marriage);

Wells Fargo & Company

(avail. Feb. 12, 2007)

(facially neutral resolution but preamble contained numerous references to

homosexuality and Planned Parenthood) and

Schering-Plough Corporation

(avail.

March 4, 2002) (facially neutral resolution but preamble and supporting statement

contained numerous references to Planned Parenthood and references to boycotts

of corporations that give money to Planned Parenthood).

The proposals in

The Home Depot

JPMorgan Chase & Co., Starbucks, Johnson &

Johnson

and

Wells Fargo & Company,

using the same tactic employed by the

Proponent, were attempts to disguise proposals aimed at a specific type of charitable

contribution with a facially neutral resolution requesting disclosures related to

charitable contributions. Similarly, the Proposal is aimed at the Company’s support

of a specific organization.

Additionally, while the Proposal requests a report analyzing “the benefits, costs, and

legal, reputational, competitive, and other relevant risks of the company’s charitable

support,” the Staff clarified in SLB 14E that “rather than focusing on whether a proposal

and supporting statement relate to the company engaging in an evaluation of risk, we

will instead focus on the subject matter to which the risk pertains or that gives rise to the

risk… we will consider whether the underlying subject matter of the risk evaluation

involves a matter of ordinary business to the company.” The Staff has consistently

concurred with the exclusion under Rule 14a-8(i)(7) of shareholder proposals seeking

risk assessments when the subject matter concerns ordinary business operations. See,

e.g.,

McDonald's Corp.

(avail. Mar. 22, 2019) (concurring with the exclusion of a

proposal asking the company to “disclose the economic risks” it faced from “campaigns

targeting the [c]ompany over concerns about cruelty to chickens” because it “focuse[d]

primarily on matters relating to the [c]ompany's ordinary business operations”);

The TJX

Companies, Inc.

(concurring with the exclusion of a proposal requesting an annual

assessment of the risks created by the actions the company takes to avoid or minimize

U.S. federal, state, and local taxes and provide a report to shareholders on the

assessment).

The Company believes that the well-established precedents set forth above support

its conclusion that the Proposal addresses ordinary business matters and therefore

is excludable under Rule 14a-8(i)(7). The Company is aware that the Staff has

previously denied no-action requests for shareholder proposals containing facially

neutral resolutions relating to charitable donations in which the companies argued

that such proposals were actually directed to specific types of organizations. See,

e.g., PepsiCo Inc.

(avail. March 2, 2009) (denying exclusion of a proposal requesting

a report on the company's charitable contributions and related information);

General

Electric Company

(avail. Jan. 11, 2008) (same) and

Ford Motor Co.

(avail. Feb. 25,

2008) (denying exclusion of a proposal requesting the company to list the recipients

of charitable contributions on its website).

The Company believes that the Proposal is clearly distinguishable from the proposals

in the no-action requests cited in the immediately preceding paragraph in that the

supporting statements to those facially neutral resolutions contained only minimal or

isolated references to specific charitable causes (which in fact illustrated the neutral

purpose of the proposal) and otherwise employed neutral language through the

preambles and supporting statements. In contrast, the Proposal's supporting

statement is predominantly comprised of statements and assertions related to a

particular organization that have the collective effect of overshadowing the facially

neutral request in the Proponent's underlying resolution.

Even if the Proposal may touch on broader policy issues, it remains excludable

because any policy issue the Proposal may raise do not transcend the Company's

ordinary business operations. The Staff recently updated its approach to how it

evaluates significant social policy issues, providing that a “case-by-case” approach

to evaluating significance is appropriate, “rather than focusing solely on whether a

proposal raises a broad societal impact or whether particular issues or categories of

issues are universally ‘significant’.” See SLB 14M. Under SLB 14M, a proposal must

do more than reference a significant policy issue: it must raise a policy issue that

transcends the company's ordinary business operations. SLB 14M explicitly rejects

prior Staff interpretations that automatically allowed proposals to proceed if they

implicated a significant policy issue, reinstating the approach taken in the Release.

Here, the Proposal is overwhelmingly concerned with the Company’s relationship

with a specific organization, and such focus underscores the Proposal’s focus on the

Company’s ordinary business. For these reasons, the Proposal simply represents

the Proponent's activism masquerading as a facially neutral proposal on corporate

transparency. As the Proposal's true intent is to target the Company's contributions

to a specific organization without raising a broader policy issue that transcends the

Company’s business, it is clear that the Proposal deals with a matter relating to the

Company's ordinary business operations and thus is excludable under Rule 14a-

8(i)(7).

III.

The Company’s Social Impact Strategy

As disclosed on our website, the Company and its employees strive to be valued

partners to our neighbors, nation and allies.

Our social impact centers on military and

veteran support, STEM education, community resilience, and volunteerism. The

Supporting Statement mischaracterizes our social impact strategy and misleads through

conjecture.

IV.

Representation

The Company has a reasonable basis to conclude that the Proposal concerns its

ordinary business operations, specifically, the management of its charitable contributions

hftps://www.lockheedmarfin.com/en-us/who-we-are/communifies.html

and any associated risk assessment. Accordingly, the proposal is subject to exclusion

under Rule 14a-8(i)(7). This representation is made without qualification.

Very truly yours,

Kevin J. O’Connor

Senior Vice President, General Counsel and Corporate Secretary

Enclosure: Exhibit A – Proposal and Supporting Statement

Exhibit A

Report on Discrimination in Charitable Support

Supporting Statement:

Corporations routinely use their platforms to voice support for humanitarian causes

and human rights. Unfortunately, many companies provide funds, data, or other

resources to advocacy groups leading highly controversial social campaigns —

particularly on gender and sexuality— often backing only one side of the debate.

Such one-sided giving alienates significant portions of their customers, employees,

and shareholders and exposes companies to reputational, market, and legal risk.

One notable example is that of Lockheed Martin, which has a perfect score

on the

Human Rights Campaign’s Corporate Equality Index. The Human Rights

Campaign is a leading driver in getting companies to promote transgender activism.

To get 100 points on its Corporate Equality Index,

a company ostensibly must

agree to cover radical adolescent transgender treatments recommended by the

World Professional Association for Transgender Health (WPATH),

a group widely

criticized for ideological bias and lack of scientific rigor.

These treatments include

gender transition surgery, cross-sex hormone therapy, menstruation suppression,

and puberty blockers.

HRC also pressures companies to take sides in political engagement. It rewards

companies that support legislation like the Equality Act, which would pose serious

threats to religious freedom, free speech, and women’s rights.

Furthermore, a

perfect score on the HRC’s Corporate Equality Index implies

that the company

covers highly controversial healthcare practices, including the coverage of "hormone

replacement therapies.”

This would be a serious concern for any company — but given Lockheed’s status as

a federal contractor, and the Trump administration’s clear stance

regarding such

practices, particularly regarding children, this point is doubly concerning for

Lockheed investors. This isn’t merely a political or social point but a matter of

brand value. Lockheed Martin has a FactSet-estimated brand value exceeding $10

billion, approximately 10 percent of its more than $100 billion market cap.

The

https://www.hrc.org/resources/corporations/lockheed-martin-corp.

https://reports.hrc.org/corporate-equality-index-2025#scoring-criteria

https://www.tandfonline.com/doi/pdf/10.1080/26895269.2022.2100644

https://adflegal.org/article/leaked-files-reveal-ethical-concerns-pseudoscience-wpath-standards-care/

https://www.heritage.org/religious-liberty/commentary/misguided-fairness-all-act-would-

undermine-religious-liberty

https://reports.hrc.org/corporate-equality-index-2025#scoring-criteria

https://www.whitehouse.gov/presidential-actions/2025/01/protecting-children-from-chemical-and-

surgical-mutilation/

https://finance.yahoo.com/quote/LMT/

negative effects of brand politicization on company performance are of serious

shareholder concern.

Supporting this activism may also alienate Lockheed employees who have religious

or other moral objections to supporting these kinds of radical treatments with their

healthcare premiums. Given Lockheed’s stated commitment to

“recognize... unique

perspectives and experiences to drive innovation,” and particularly the company’s

laudable recent steps

toward political neutrality in eschewing DEI policies and

suspending identity-based business resource groups, shareholders are right to ask

about whether the company’s commitments to political neutrality extend to such

partnerships.

Many companies, including John Deere, Jack Daniels, Harley Davidson, and

Boeing, have already refocused their charitable support in a manner that

acknowledges the diverse views held by their customers and employees.

Many

have explicitly cut ties with groups such as the Human Rights Campaign as a part

of this effort. Lockheed Martin should do the same.

Resolved

: Shareholders request that Lockheed Martin conduct an evaluation and

issue a report within the next year, at reasonable expense and excluding

proprietary and confidential information, analyzing the benefits, costs, and legal,

reputational, competitive, and other relevant risks of the company’s charitable

support.

https://www.lockheedmartin.com/content/dam/lockheed-

martin/eo/documents/sustainability/Lockheed_Martin_Human_Rights_Report_2020.pdf

https://www.lockheedmartin.com/en-us/news/statements-speeches/2025/statement-dei-executive-

order.html

https://www.dailymail.co.uk/news/article-13812241/american-brand-dei-rules-backlash.html

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