Exhibit 2.3
PROXY NORTHROP GRUMMAN
SPECIAL MEETING OF STOCKHOLDERS FEBRUARY 26, 1998
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard R. Molleur and James C. Johnson, and
each of them, proxies of the undersigned, with full power of substitution in
each of them, to vote all shares of Common Stock of Northrop Grumman
Corporation which the undersigned may be entitled to vote at the Special
Meeting of Stockholders to be held at the Los Angeles Airport Marriott Hotel,
5855 West Century Boulevard in Los Angeles, California on February 26, 1998 at
10:00 a.m., and at any adjournments thereof, on the following matter as
indicated on the reverse side, with all the powers the undersigned would
possess if personally present and voting, as specified below, and in their
discretion on any other matters that may properly come before the Special
Meeting and as to which discretionary authority is permitted by applicable
law. If this card is signed and returned, but no choice is specified, I
instruct you to vote this proxy in accordance with the Board of Directors'
recommendation FOR the Merger Proposal (as defined below).
1. THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER DATED AS OF JULY
2, 1997, AS AMENDED, AMONG NORTHROP GRUMMAN CORPORATION, LOCKHEED MARTIN
CORPORATION AND HURRICANE SUB, INC. (THE "MERGER PROPOSAL"); AND
2. SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY, EVEN IF YOU
PLAN TO ATTEND THE SPECIAL MEETING.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
- -------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
- -------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED. Please mark
IF NOT OTHERWISE DIRECTED, THIS PROXY your vote as
WILL BE VOTED FOR PROPOSAL 1. indicated in [X]
this example
------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
------------------------------------------------------------
Proposal 1--The Merger Proposal FOR AGAINST
[ ] [ ]
------------------------------------------------------------
Signature(s) __________________________ Dated __________________________ , 1998
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
-------------------------------------
PROXY NORTHROP GRUMMAN
-------------------------------------
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 26, 1998
-------------------------------------
Just a reminder, the Special Meeting
will be held:
DATE: February 26, 1998
TIME: 10:00 a.m.
LOCATION: Los Angeles Airport
Marriott Hotel
Los Angeles, California
Please return your proxy promptly.
PROXY NORTHROP GRUMMAN
SPECIAL MEETING OF STOCKHOLDERS FEBRUARY 26, 1998
CONFIDENTIAL INSTRUCTIONS TO BANKERS TRUST COMPANY TRUSTEE FOR THE NORTHROP
GRUMMAN SAVINGS AND INVESTMENT PLAN
Receipt of proxy material for the above Special Meeting is acknowledged. I
instruct you to vote (in person or by proxy) all shares of Common Stock of
Northrop Grumman Corporation held by you for my account under the Plan at the
Special Meeting of Stockholders of Northrop Grumman Corporation to be held at
the Los Angeles Airport Marriott Hotel, 5855 West Century Boulevard in Los
Angeles, California on February 26, 1998 at 10:00 a.m., and at all
adjournments thereof, on the following matter as indicated on the reverse side
and in your discretion on any other matters that may come before the Special
Meeting and as to which discretionary authority is permitted by applicable
law. If this card is signed and returned, but no choice is specified, I
instruct you to vote this proxy in accordance with the Board of Directors'
recommendation FOR the Merger Proposal (as defined below).
1. THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER DATED AS OF JULY
2, 1997, AS AMENDED, AMONG NORTHROP GRUMMAN CORPORATION, LOCKHEED MARTIN
CORPORATION AND HURRICANE SUB, INC. (THE "MERGER PROPOSAL"); AND
2. SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY, EVEN IF YOU
PLAN TO ATTEND THE SPECIAL MEETING.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
- -------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
- -------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED. Please mark
IF NOT OTHERWISE DIRECTED, THIS PROXY your vote as
WILL BE VOTED FOR PROPOSAL 1. indicated in [X]
this example
------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
------------------------------------------------------------
FOR AGAINST
Proposal 1--The Merger Proposal [ ] [ ]
------------------------------------------------------------
Signature(s) __________________________ Dated __________________________ , 1998
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
-------------------------------------
INSTRUCTION CARD NORTHROP GRUMMAN
-------------------------------------
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 26, 1998
-------------------------------------
Dear Fellow Employee:
Just a reminder, your vote and
your investment in Northrop Grumman
are very important. Please complete
and return your Confidential
Instruction Card to the Trustee for
tabulation as soon as possible.
Kent Kresa
Chairman, President and
Chief Executive Officer
Please return your proxy promptly.
PROXY NORTHROP GRUMMAN
SPECIAL MEETING OF STOCKHOLDERS FEBRUARY 26, 1998
CONFIDENTIAL INSTRUCTIONS TO BANKERS TRUST COMPANY TRUSTEE FOR THE NORTHROP
GRUMMAN ELECTRONIC SENSORS & SYSTEMS DIVISION SAVINGS PROGRAM
Receipt of proxy material for the above Special Meeting is acknowledged. I
instruct you to vote (in person or by proxy) all shares of Common Stock of
Northrop Grumman Corporation held by you for my account under the Plan at the
Special Meeting of Stockholders of Northrop Grumman Corporation to be held at
the Los Angeles Airport Marriott Hotel, 5855 West Century Boulevard in Los
Angeles, California on February 26, 1998 at 10:00 a.m., and at all
adjournments thereof, on the following matter as indicated on the reverse side
and in your discretion on any other matters that may come before the Special
Meeting and as to which discretionary authority is permitted by applicable
law. If this card is signed and returned, but no choice is specified, I
instruct you to vote this proxy in accordance with the Board of Directors'
recommendation FOR the Merger Proposal (as defined below).
1. THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER DATED AS OF JULY
2, 1997, AS AMENDED, AMONG NORTHROP GRUMMAN CORPORATION, LOCKHEED MARTIN
CORPORATION AND HURRICANE SUB, INC. (THE "MERGER PROPOSAL"); AND
2. SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY, EVEN IF YOU
PLAN TO ATTEND THE SPECIAL MEETING.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
- -------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
- -------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED. Please mark
IF NOT OTHERWISE DIRECTED, THIS PROXY your vote as
WILL BE VOTED FOR PROPOSAL 1. indicated in [X]
this example
--------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
--------------------------------------------------------------
FOR AGAINST
Proposal 1--The Merger Proposal [ ] [ ]
--------------------------------------------------------------
Signature(s) __________________________ Dated __________________________ , 1998
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
-------------------------------------
INSTRUCTION CARD NORTHROP GRUMMAN
-------------------------------------
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 26, 1998
-------------------------------------
Dear Fellow Employee:
Just a reminder, your vote and
your investment in Northrop Grumman
are very important. Please complete
and return your Confidential
Instruction Card to the Trustee for
tabulation as soon as possible.
Kent Kresa
Chairman, President and
Chief Executive Officer
Please return your proxy promptly.
PROXY NORTHROP GRUMMAN
SPECIAL MEETING OF STOCKHOLDERS FEBRUARY 26, 1998
CONFIDENTIAL INSTRUCTIONS TO BANKERS TRUST COMPANY TRUSTEE FOR THE NORTHROP
GRUMMAN COMMERCIAL AIRCRAFT DIVISION SALARIED SAVINGS AND INVESTMENT PLAN
Receipt of proxy material for the above Special Meeting is acknowledged. I
instruct you to vote (in person or by proxy) all shares of Common Stock of
Northrop Grumman Corporation held by you for my account under the Plan at the
Special Meeting of Stockholders of Northrop Grumman Corporation to be held at
the Los Angeles Airport Marriott Hotel, 5855 West Century Boulevard in Los
Angeles, California on February 26, 1998 at 10:00 a.m., and at all
adjournments thereof, on the following matter as indicated on the reverse side
and in your discretion on any other matters that may come before the Special
Meeting and as to which discretionary authority is permitted by applicable
law. If this card is signed and returned, but no choice is specified, I
instruct you to vote this proxy in accordance with the Board of Directors'
recommendation FOR the Merger Proposal (as defined below).
1. THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER DATED AS OF JULY
2, 1997, AS AMENDED, AMONG NORTHROP GRUMMAN CORPORATION, LOCKHEED MARTIN
CORPORATION AND HURRICANE SUB, INC. (THE "MERGER PROPOSAL"); AND
2. SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY, EVEN IF YOU
PLAN TO ATTEND THE SPECIAL MEETING.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
- -------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
- -------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED. Please mark
IF NOT OTHERWISE DIRECTED, THIS PROXY your vote as
WILL BE VOTED FOR PROPOSAL 1. indicated in [X]
this example
-------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
-------------------------------------------------------------
FOR AGAINST
Proposal 1--The Merger Proposal [ ] [ ]
-------------------------------------------------------------
Signature(s) __________________________ Dated __________________________ , 1998
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
-------------------------------------
INSTRUCTION CARD NORTHROP GRUMMAN
-------------------------------------
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 26, 1998
-------------------------------------
Dear Fellow Employee:
Just a reminder, your vote and
your investment in Northrop Grumman
are very important. Please complete
and return your Confidential
Instruction Card to the Trustee for
tabulation as soon as possible.
Kent Kresa
Chairman, President and
Chief Executive Officer
Please return your proxy promptly.
PROXY NORTHROP GRUMMAN
SPECIAL MEETING OF STOCKHOLDERS FEBRUARY 26, 1998
CONFIDENTIAL INSTRUCTIONS TO BANKERS TRUST COMPANY TRUSTEE FOR THE NORTHROP
GRUMMAN PEI RETIREMENT SAVINGS PLAN
Receipt of proxy material for the above Special Meeting is acknowledged. I
instruct you to vote (in person or by proxy) all shares of Common Stock of
Northrop Grumman Corporation held by you for my account under the Plan at the
Special Meeting of Stockholders of Northrop Grumman Corporation to be held at
the Los Angeles Airport Marriott Hotel, 5855 West Century Boulevard in Los
Angeles, California on February 26, 1998 at 10:00 a.m., and at all
adjournments thereof, on the following matter as indicated on the reverse side
and in your discretion on any other matters that may come before the Special
Meeting and as to which discretionary authority is permitted by applicable
law. If this card is signed and returned, but no choice is specified, I
instruct you to vote this proxy in accordance with the Board of Directors'
recommendation FOR the Merger Proposal (as defined below).
1. THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER DATED AS OF JULY
2, 1997, AS AMENDED, AMONG NORTHROP GRUMMAN CORPORATION, LOCKHEED MARTIN
CORPORATION AND HURRICANE SUB, INC. (THE "MERGER PROPOSAL"); AND
2. SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY, EVEN IF YOU
PLAN TO ATTEND THE SPECIAL MEETING.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
- -------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
- -------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED. Please mark your
IF NOT OTHERWISE DIRECTED, THIS PROXY vote as indicated [X]
WILL BE VOTED FOR PROPOSAL 1. in this example
-------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
-------------------------------------------------------------
FOR AGAINST
Proposal 1--The Merger Proposal [ ] [ ]
-------------------------------------------------------------
Signature(s) __________________________ Dated __________________________ , 1998
Note: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
-------------------------------------
INSTRUCTION CARD NORTHROP GRUMMAN
-------------------------------------
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 26, 1998
-------------------------------------
Dear Fellow Employee:
Just a reminder, your vote and
your investment in Northrop Grumman
are very important. Please complete
and return your Confidential
Instruction Card to the Trustee for
tabulation as soon as possible.
Kent Kresa
Chairman, President and
Chief Executive Officer
Please return your proxy promptly.