8-K
Northrop Grumman Corp /De/ (NOC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | 8-K |
|---|---|
| CURRENT REPORT<br>Pursuant to Section 13 or 15(d) of the<br>Securities Exchange Act of 1934<br>Date of Report (Date of earliest event reported) | |
| May 21, 2025 |
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-16411 | 80-0640649 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation or Organization) | (Commission File Number) | (IRS Employer<br><br>Identification Number) |
2980 Fairview Park Drive, Falls Church, VA 22042
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | NOC | New York Stock Exchange |
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 5.07. Submission of Matters to a Vote of Security Holders.
At Northrop Grumman Corporation's (the "Company") 2025 Annual Meeting of Shareholders held on May 21, 2025 (the "2025 Annual Meeting"), shareholders considered and approved the three proposals that management presented, each of which is described in more detail in the 2025 Proxy Statement filed with the Securities and Exchange Commission on April 4, 2025.
The results detailed below for the proposals presented at the 2025 Annual Meeting represent the final voting results as certified by the Inspector of Election.
Management Proposals
Proposal 1
The shareholders elected the following twelve directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, 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 | 111,172,733 | 3,455,541 | 286,872 | 12,982,116 |
| David P. Abney | 111,212,885 | 3,341,816 | 360,445 | 12,982,116 |
| Marianne C. Brown | 108,383,621 | 6,152,237 | 379,288 | 12,982,116 |
| Ann M. Fudge | 112,751,793 | 1,777,612 | 385,741 | 12,982,116 |
| Madeleine A. Kleiner | 109,790,714 | 4,703,316 | 421,116 | 12,982,116 |
| Arvind Krishna | 112,876,709 | 1,640,891 | 397,546 | 12,982,116 |
| Kimberly A. Ross | 113,109,402 | 1,395,168 | 410,576 | 12,982,116 |
| Gary Roughead | 111,207,958 | 3,334,483 | 372,705 | 12,982,116 |
| Thomas M. Schoewe | 110,303,767 | 4,237,617 | 373,762 | 12,982,116 |
| James S. Turley | 106,063,158 | 8,488,548 | 363,440 | 12,982,116 |
| Mark A. Welsh III | 113,601,375 | 937,202 | 376,569 | 12,982,116 |
| Mary A. Winston | 112,392,504 | 2,141,384 | 381,258 | 12,982,116 |
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 |
|---|---|---|---|
| 107,897,077 | 6,234,272 | 783,797 | 12,982,116 |
Proposal 3
The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2025 with a vote of 122,786,005 shares for, 4,746,357 shares against and 364,900 abstentions.
Shareholder Proposal
Proposal 4
The shareholders did not approve the shareholder proposal to support an improved clawback policy regarding unearned executive pay.
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 7,735,052 | 105,755,244 | 1,424,850 | 12,982,116 |
The Board of Directors will carefully consider the shareholders' input on these proposals and feedback received in the course of shareholder engagement.
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)<br>Jennifer C. McGarey<br>Corporate Vice President and Secretary |
Date: May 23, 2025