EXHIBIT 2.2
LOCKHEED MARTIN CORPORATION
PROXY SOLICITATION /VOTING INSTRUCTION CARD FOR
SPECIAL MEETING OF STOCKHOLDERS
P R O X Y
The undersigned hereby appoints Gwendolyn S. King, Daniel M. Tellep and Carlisle
A. H. Trost, each of them proxies of the undersigned with respect to Common
Stock of the Corporation ("Stock") owned by the undersigned, with full power of
substitution, to vote and act for the undersigned at the Special Meeting of
Stockholders of the Corporation to be held at 1:00 p.m. on February 26, 1998, at
The Peabody Orlando Hotel, 9801 International Drive, Orlando, Florida, and at
any adjournment or postponement thereof. If the undersigned is a participant in
one or more of the Corporation's 401(k) or capital accumulation plans and has
Stock allocated to his or her account(s), the undersigned hereby instructs the
Trustee of the plan(s) to vote such shares of Stock in accordance with the
instructions on the reverse side of this card at the aforesaid Special Meeting
and any adjournment thereof, and in accordance with its discretion on such other
matters as may properly come before the meeting. A proportionate number of
shares of Stock not yet allocated to participants' accounts in the Lockheed
Martin Corporation Salaried Savings Plan will be voted in accordance with the
instructions of each participant in that plan who has ESOP match shares
allocated to his or her account, unless the participant elects not to provide
instructions with respect to such shares on the reverse side of this card.
Allocated Plan shares for which no card is returned will be voted by the
Trustee. Unallocated shares for which no card is received will be voted by the
Trustee in the same proportion as unallocated shares for which instructions are
received. Stockholders are requested to mark, date and sign this proxy on the
reverse side and to return it promptly in the enclosed envelope, or to vote this
proxy by telephone, dial [1-800-OK2-VOTE (1-800-652-8683)].
1. THE PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF LOCKHEED MARTIN COMMON
STOCK TO THE STOCKHOLDERS OF NORTHROP GRUMMAN CORPORATION IN CONNECTION
WITH THE MERGER OF A SUBSIDIARY OF LOCKHEED MARTIN, WITH AND INTO NORTHROP
GRUMMAN CORPORATION;
2. THE PROPOSAL TO AMEND LOCKHEED MARTIN'S CHARTER TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF LOCKHEED MARTIN COMMON STOCK FROM 750 MILLION TO 1.5
BILLION; AND
3. SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
Change of Address:
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(If you have written in
the above space, please
mark the corresponding
box on the reverse side
of this card)
To vote in accordance with the Board of Directors' recommendations, please sign
and date the reverse side: no boxes need to be checked.
SEE REVERSE
SIDE
Please mark [X]
your votes
as in this example.
This proxy solicitation/voting instruction card when properly executed and
returned will be voted in the manner directed herein. If no direction is made,
this card will be voted FOR the Share Issuance Proposal and FOR the Charter
Amendment Proposal.
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DIRECTORS RECOMMEND A VOTE FOR ITEMS 1 AND 2.
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FOR AGAINST ABSTAIN
1. The Share Issuance Proposal [_] [_] [_]
2. The Charter Amendment Proposal [_] [_] [_]
The signer hereby revokes all previous proxies/voting instructions given by the
signer to vote at said meeting or any adjournment or postponements thereof.
Change of Address on
reverse side. [_]
I will attend the meeting [_]
[_] I elect not to direct the voting of unallocated shares in the Lockheed
Martin Corporation Salaried Savings Plan.
SIGNATURE(S): DATE:
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NOTE: Please date and sign exactly as your name appears above and return
this card in the enclosed envelope. Joint owners should each sign.
When signing as an attorney, executor, administrator, trustee or
guardian, please give full title as such.
You may vote by telephone (unless you are a participant in the Lockheed Martin
Salaried Savings Plan and elect not to direct the voting of unallocated shares
in that plan). Voting by telephone will eliminate the need to mail voted cards.
To vote by phone please follow the steps below:
1) HAVE THIS CARD AND YOUR SOCIAL SECURITY NUMBER AVAILABLE.
2) USING A TOUCH-TONE TELEPHONE, DIAL [1-800-OK2-VOTE (1-800-652-8683)]
The telephone voting system preserves the confidentiality of your vote and will
confirm your voting instructions with you during the call. You may also change
your selections on any or all of the proposals to be voted.
YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.