Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  09/17/2007
 
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
 
Commission File Number:   1-16411
 
Delaware
  
95-4840775
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
1840 Century Park East, Los Angeles, CA 90067
(Address of principal executive offices, including zip code)
 
(310) 553-6262
(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))
 

Information to be included in the report

 
Item 1.01.    Entry into a Material Definitive Agreement
 
Director Compensation

On September 19, 2007, the Board of Directors of the Company approved changes to the compensation to be paid to the chairs of three of its committees and its Lead Director. The changes provide: an increase of $5,000 for an annual retainer of $10,000 for serving as Chairman of the Nominating and Corporate Governance Committee; an increase of $2,500 for an annual retainer of $7,500 for serving as Chairman of the Finance Committee; an increase of $2,500 for an annual retainer of $7,500 for serving as Chairman of the Compliance, Public Issues and Policy Committee; and an annual retainer of $25,000 for serving as Lead Director. No change was made to the existing annual retainer of $20,000 for serving as Chairman of the Audit Committee; and $10,000 for serving as Chairman of the Compensation and Management Development Committee.

 
 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
(b) On September 17, 2007, Scott J. Seymour, as the Corporate Vice President and President, Integrated Systems sector of the Company, informed the Company of his plans to retire. Mr. Seymour will resign from his role as President, Integrated Systems effective December 31, 2007 and he will continue to hold his position as Corporate Vice President until February 29, 2008. On September 19, 2007, the Company issued a press release announcing Mr. Seymour's plans to retire, furnished as Exhibit 99.1 of this report. The Compensation and Management Development Committee of the Board of Directors of the Corporation approved a recommendation that Mr. Seymour's unvested award of 15,000 Restricted Stock Rights granted under the Company's Long-Term Incentive Stock Plan on May 16, 2006, be prorated upon his retirement, for a total of 10,000 shares to be awarded on his termination date.

(e) On September 19, 2007, the Compensation and Management Committee of the Board of Directors of the Company took action and approv ed changes to the target percentages for awards pursuant to the 2002 Incentive Compensation Plan for the following Named Executive Officers: James F. Palmer, Corporate Vice President and Chief Financial Officer - 75%; James R. O'Neill, Corporate Vice President and President, Information Technology - 75%; and Scott J. Seymour, Corporate Vice President and President, Integrated Systems - 75%. These bonus targets are effective for 2008.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits.

99.1

Press Release, dated September 19, 2007
 

 

Signature(s)
 
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
 
 
Date: September 21, 2007
     
By:
 
/s/    STEPHEN D. YSLAS

               
Stephen D. Yslas
               
Corporate Vice President, Secretary and Deputy General Counsel
 
 


 

Exhibit Index
 
Exhibit No.

  
Description

EX-99.1
  
Press Release
CONTACT: Dan McClain

 

CONTACT:

Dan McClain

(310) 201-3335

dan.mcclain@ngc.com

LOS ANGELES -- Sept. 19, 2007 -- Northrop Grumman Corporation (NYSE:NOC) announced today that its board of directors has elected Gary W. Ervin corporate vice president and president of the company's Integrated Systems sector. Ervin, 49, will report to Ronald D. Sugar, Northrop Grumman's chairman and chief executive officer (CEO), and will serve on the company's Corporate Policy Council (CPC). Ervin's election as corporate vice president, and his membership on the CPC, is effective immediately. He will assume his role as sector president Jan. 1, 2008, succeeding Scott J. Seymour, who has announced his plans to retire in early 2008.

 

Ervin currently serves as sector vice president, Western Region for Integrated Systems, a position he has held since 2005. He joined the company in 2001 as vice president and deputy of the sector's Air Combat Systems business area, and was promoted to sector vice president in 2002.

"Gary has a proven record of successfully managing highly complex and large-scale integration and manufacturing programs within our Integrated Systems business area," Sugar said. "Those programs include the F-35 Joint Strike Fighter, RQ-4 Global Hawk unmanned system, B-2 stealth bomber, and F/A-18 Super Hornet strike fighter, all of which are meeting our customers' and our nation's national defense requirements while making significant contributions to our company."

Before joining Northrop Grumman, Ervin served 22 years with Lockheed Martin Skunk Works in Palmdale, Calif., most recently as vice president, Advanced Development Programs. He earned a bachelor's degree in mathematics systems science from the University of California, Los Angeles (UCLA).

"We owe a debt of gratitude to Scott Seymour for his 24 years of dedication and contributions to the company and our industry," Sugar said. "During his tenure, the Integrated Systems sector grew organically from $3 billion in sales in 2001 to more than $5 billion in sales in 2006. He helped to position the company as a world leader in tactical, long-range strike and unmanned systems. We congratulate Scott on his accomplishments and wish him well in his retirement."

Seymour will leave his position as sector president Dec. 31, 2007 and will remain with the company through the end of Feb. 2008 in an advisory role to the chairman and CEO.

Northrop Grumman Corporation is a $30 billion global defense and technology company whose 120,000 employees provide innovative systems, products, and solutions in information and services, electronics, aerospace and shipbuilding to government and commercial customers worldwide.