Northrop Grumman Corporation filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | |||||
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) | |||||
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices)(Zip Code)
(703 ) 280-2900
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As disclosed in our 2024 Proxy Statement filed with the Securities and Exchange Commission on April 3, 2024 (the "Proxy Statement"), in March 2024, the Board of Directors of Northrop Grumman Corporation (the "Company") approved the Northrop Grumman 2024 Long-Term Incentive Stock Plan (the "2024 Plan"), subject to shareholder approval at the Company's Annual Meeting of Shareholders held on May 15, 2024 (the "2024 Annual Meeting"). At the 2024 Annual Meeting, shareholders considered and approved the 2024 Plan. A description of key features of the 2024 Plan is attached as Appendix B to the Proxy Statement and incorporated herein by reference, which description is qualified in its entirety by the full text of the 2024 Plan that is attached hereto as Exhibit 10.1 and incorporated herein by reference.
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As disclosed in our Proxy Statement, the Board of Directors of the Company approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation to provide for the elimination of personal liability of certain officers for monetary damages for breach of certain fiduciary duties as an officer, to the extent permitted by the Delaware General Corporation Law, subject to shareholder approval at the 2024 Annual Meeting. At the 2024 Annual Meeting, shareholders considered and approved the Amendment. The Company has filed with the Secretary of State of Delaware a certificate of amendment that reflects the Amendment, which was effective upon filing. Following the filing of the certificate of amendment, the Company filed with the Secretary of State of Delaware a Restated Certificate of Incorporation that reflects the Amendment, which became effective upon filing.
The Restated Certificate of Incorporation that reflects the approved Amendment is filed as Exhibit 3.1 to this Report.
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
At the 2024 Annual Meeting, shareholders considered and approved the five proposals that management presented, each of which is described in more detail in the Proxy Statement.
The results detailed below for the proposals presented at the 2024 Annual Meeting represent the final voting results as certified by the Inspectors of Election.
Management Proposals
Proposal 1
The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh III and Mary A. Winston.
Director | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||
Kathy J. Warden | 114,844,465 | 4,338,565 | 433,300 | 13,239,453 | ||||||||||||||||||||||
David P. Abney | 112,339,033 | 6,684,432 | 592,865 | 13,239,453 | ||||||||||||||||||||||
Marianne C. Brown | 116,002,695 | 3,045,266 | 568,369 | 13,239,453 | ||||||||||||||||||||||
Ann M. Fudge | 116,942,280 | 2,070,216 | 603,834 | 13,239,453 | ||||||||||||||||||||||
Madeleine A. Kleiner | 114,425,955 | 4,591,282 | 599,093 | 13,239,453 | ||||||||||||||||||||||
Arvind Krishna | 116,533,094 | 2,505,651 | 577,585 | 13,239,453 | ||||||||||||||||||||||
Graham N. Robinson | 116,413,138 | 2,584,185 | 619,007 | 13,239,453 | ||||||||||||||||||||||
Kimberly A. Ross | 116,828,529 | 2,159,201 | 628,600 | 13,239,453 | ||||||||||||||||||||||
Gary Roughead | 115,721,416 | 3,308,631 | 586,283 | 13,239,453 | ||||||||||||||||||||||
Thomas M. Schoewe | 115,700,273 | 3,310,992 | 605,065 | 13,239,453 | ||||||||||||||||||||||
James S. Turley | 104,875,444 | 14,156,190 | 584,696 | 13,239,453 | ||||||||||||||||||||||
Mark A. Welsh III | 117,834,741 | 1,186,618 | 594,971 | 13,239,453 | ||||||||||||||||||||||
Mary A. Winston | 115,520,259 | 3,460,612 | 635,459 | 13,239,453 | ||||||||||||||||||||||
Proposal 2
The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, with a vote of:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 111,978,367 | 6,734,052 | 903,911 | 13,239,453 | |||||||||||||||||
Proposal 3
The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2024 with a vote of 127,336,041 shares for, 5,045,391 shares against and 474,351 abstentions.
Proposal 4
The shareholders approved management's proposal to eliminate the personal liability of officers for monetary damages for breach of certain fiduciary duties as permitted by Delaware law, with a vote of:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 100,886,043 | 17,668,284 | 1,062,003 | 13,239,453 | |||||||||||||||||
Proposal 5
The shareholders approved the 2024 Long-Term Incentive Stock Plan, with a vote of:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 114,469,555 | 4,419,417 | 727,358 | 13,239,453 | |||||||||||||||||
Shareholder Proposals
Proposal 6
The shareholders did not approve the shareholder proposal to annually conduct an evaluation and issue a report describing the alignment of the Company's political activities with its human rights policy.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 8,409,395 | 109,381,565 | 1,825,370 | 13,239,453 | |||||||||||||||||
Proposal 7
The shareholders did not approve the shareholder proposal to provide for an independent board chair.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 29,671,408 | 89,025,465 | 919,457 | 13,239,453 | |||||||||||||||||
The Board of Directors will carefully consider the shareholders' input on these proposals and feedback received in the course of shareholder engagement.
ITEM 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||||||||||
| Exhibit No. | Description | ||||||||||
| 3.1 | |||||||||||
| 10.1 | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORTHROP GRUMMAN CORPORATION | ||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||
| By: | /s/ Jennifer C. McGarey | |||||||||||||||||||
| (Signature) Jennifer C. McGarey Corporate Vice President and Secretary | ||||||||||||||||||||
Date: May 16, 2024