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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)

July 19, 2011

 

 

NORTHROP GRUMMAN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE		1-16411		No. 80-0640649
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

1840 Century Park East, Los Angeles, California 90067

www.northropgrumman.com

(Address of principal executive offices and internet site)

(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))

 

 

 

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TABLE OF CONTENTS

 

Item  5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers			3
Item 9.01 Financial Statements and Exhibits			3
SIGNATURE			4
INDEX TO EXHIBITS			5
EXHIBIT 99.1
EXHIBIT 99.2

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain Officers and Directors

On July 21, 2011, at the request of Wesley G. Bush, the Board of Directors of Northrop Grumman Corporation approved certain changes in Mr. Bush’s retirement benefit. Mr. Bush’s maximum benefit under the Officers Supplemental Executive Retirement Program (OSERP) will be reduced from 60% to 50% of his Final Average Earnings (as defined in the plan). Mr. Bush will be vested in his OSERP benefit upon becoming vested in his qualified pension plan benefit, and Mr. Bush will be eligible to receive the Early Retirement Benefit under the OSERP upon attainment of 75 points (based on age and service) as provided for in the OSERP. A copy of a letter between the Board of Directors and Mr. Bush regarding this compensatory arrangement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Mr. Bush also will not receive any additional compensation for his newly elected role as Chairman of the Board of Directors.

On July 19, 2011, the Board of Directors approved an annual retainer of $25,000 for Mr. Coleman for his services as Lead Independent Director. This payment will be in addition to the annual retainer paid to all directors. A summary of the annual compensation paid to the directors is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.		Description
Exhibit 99.1		Letter dated July 21, 2011, between the Board of Directors and Wesley G. Bush
Exhibit 99.2		Summary of Board of Director Compensation

 

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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.

 

Date: July 25, 2011

 

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EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
99.1		Letter dated July 21, 2011, between the Board of Directors and Wesley G. Bush
99.2		Summary of Board of Director Compensation

 

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Exhibit 99.1

 

		Northrop Grumman Corporation 1840 Century Park East Los Angeles, CA 90067-2199 Telephone 310-201-3000

July 21, 2011

Dear Wes,

At your request, the Northrop Grumman Board of Directors has agreed to the following action in support of the efforts you are undertaking across the Company to improve competitiveness and affordability:

 

1.

You previously relinquished your rights and accrued pension benefit under the CPC SERP, and no longer participate in that benefit. Your benefit under the OSERP in which you still participate is presently limited to 60% of your Final Average Earnings (FAE). Upon your acceptance of this letter, your maximum benefit under the OSERP will be reduced to 50% of your Final Average Earnings. You will vest in your OSERP benefit upon becoming vested in your qualified pension plan benefit. You will be eligible to receive the Early Retirement Benefit (ERB) under OSERP upon attaining 75 points (age + service).

The Committee appreciates your leadership in requesting these action.

 

Signed:						Accepted:
/s/ Don Felsinger                                                      7/21/11						/s/ Wes Bush                                          7/21/11
Don Felsinger                                                              Date						Wes Bush                                                  Date
Chairman, Compensation Committee						Chief Executive Officer

Exhibit 99.2

Board of Director Compensation

Effective April 1, 2011

(as approved by the Board of Directors on May 18, 2011)

 

Retainer:		Retainer fees are paid quarterly, at the end of each quarter. Fees are as follows:

 

 

Equity Grant:		Directors are awarded an annual equity grant of $130,000 in deferred stock units, awarded quarterly. The deferred stock units will be paid at the conclusion of board service, or earlier, as specified by the director, if he has five or more years of service.

 

1	For the period from April 1, 2011 through July 18, 2011, Mr. Coleman served as Non-executive Chairman of the Board. He was paid an annual cash retainer of $225,000 during that period in lieu of the annual cash retainer of $115,000 paid to the other Board members.