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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, 2012
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) |
2980 Fairview Park Drive, Falls Church, Virginia 22042
www.northropgrumman.com
(Address of principal executive offices and internet site)
(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)) |
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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
(b)(e) On July 23, 2012, Northrop Grumman Corporation (the “Company”) announced that James E. Pitts, Corporate Vice President and President, Northrop Grumman Electronic Systems, will retire from his position effective December 31, 2012. The Compensation Committee of the Board of Directors of the Company approved a modification to Mr. Pitts’ RPSR grant agreements to provide for the continued vesting of restricted performance stock rights (“RPSRs”) after his retirement from the Company through the remainder of the performance period as set forth in the terms of the RPSR grant agreements.
The Company announced that Gary W. Ervin, Corporate Vice President and President, Northrop Grumman Aerospace Systems, will retire from his position effective December 31, 2012. He will remain with the Company in a non-executive officer position to assist with the transition until his retirement from the Company effective February 28, 2013.
The Board of Directors elected Linda A. Mills, currently the Corporate Vice President and President, Information Systems, as the Corporate Vice President, Operations, effective January 1, 2013.
The Company and Mr. Ervin entered into a Retirement and Separation Agreement dated July 23, 2012. Under the terms of the Agreement, Mr. Ervin will remain with the Company from January 1, 2013 until his retirement effective February 28, 2013 to assist with the transition to the new sector leadership. For this period, Mr. Ervin will receive his base salary and a transition project and special incentive bonus in the amount of $2.5 million. This bonus, in recognition of his contributions to the Company and for his service during this period, is in lieu of any bonus otherwise payable for services performed during 2013 or any grant that would otherwise be issued in 2013 pursuant to the Company’s long term incentive plan or other equity arrangement. The Agreement provides that Mr. Ervin will continue to vest in his outstanding RPSRs through the remainder of the performance period as set forth in the terms of the RPSR grant agreements. Mr. Ervin will forfeit his unvested restricted stock rights (“RSRs”) that were granted in 2011 and 2012, but will receive a cash payment equal to the value of the forfeited 2011 and 2012 RSR awards based on the Company’s closing stock price on July 13, 2012, with such payment to be made at the end of the vesting period, within ten days of February 15, 2015. These payments and the other benefits provided are subject to the terms and conditions of the Agreement which include a release and a three-year non-compete and non-solicitation provision.
The foregoing discussion of terms and conditions of the Agreement is qualified by reference to the full text of the Agreement, which the Company expects to file as an exhibit to the Company’s Form 10-Q for the period ended June 30, 2012.
The Company also announced successors and newly elected officers, as set forth in Item 8.01 immediately below.
In addition to the management changes described above, the Board of Directors elected the following employees to new officer positions:
Mark A. Caylor, Corporate Vice President and President, Enterprise Shared Services, effective January 1, 2013
Gloria A. Flach, Corporate Vice President and President, Electronic Systems, effective January 1, 2013
Christopher T. Jones, Corporate Vice President and President, Technical Services, effective January 1, 2013
Prabu Natarajan, Corporate Vice President and Treasurer, effective January 1, 2013
David T. Perry, Corporate Vice President and Chief Global Business Development Officer, effective July 23, 2012
Thomas E. Vice, Corporate Vice President and President, Aerospace Systems, effective January 1, 2013
Kathy J. Warden, Corporate Vice President and President, Information Systems, effective January 1, 2013
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
A copy of the press release announcing these actions is furnished as Exhibit 99.1 to this Form 8-K and incorporated by reference.
| Exhibit No. |
Description | |
| Exhibit 99.1 | Press Release (“Northrop Grumman Announces New Leadership Appointments”), dated July 23, 2012 | |
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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 | |
| Jennifer C. McGarey | ||
| Corporate Vice President and Secretary | ||
Date: July 23, 2012
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| Exhibit No. |
Description | |
| Exhibit 99.1 | Press Release (“Northrop Grumman Announces New Leadership Appointments”), dated July 23, 2012. | |
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News Release
| Contact: | Randy Belote (Media) | |||
| (703) 280-2720 | ||||
| randy.belote@ngc.com | ||||
| Steve Movius (Investors) | ||||
| (703) 280-4575 | ||||
| steve.movius@ngc.com | ||||
Northrop Grumman Announces New Leadership Appointments
FALLS CHURCH, Va., July 23, 2012 – Northrop Grumman Corporation (NYSE:NOC) today announced retirement plans for two of its sector presidents and the election of several executives into key leadership positions.
Photos accompanying this release are available at: http://www.northropgrumman.com/media/gallery.html
Biographies are available at: http://www.northropgrumman.com/leadership/officers/index.html
Gary W. Ervin, corporate vice president and president of Aerospace Systems, and James F. Pitts, corporate vice president and president of Electronic Systems, have both informed the company of their intention to retire. Gary Ervin will retire on Feb. 28, 2013, and Jim Pitts will retire on Dec. 31, 2012.
“I wish to personally thank Gary and Jim for their exemplary leadership and significant contributions to Northrop Grumman and our country,” said Wes Bush, chairman, chief executive officer and president.
The Northrop Grumman board of directors elected several company executives to key leadership positions reporting directly to Bush. All appointments are effective Jan. 1, 2013, with the exception of the corporate vice president and chief global business development officer position, which is effective immediately.
“These appointments will ensure we continue to have a strong leadership team to guide our company to deliver top performance for shareholders, customers and employees,” Bush said. “This is a group of proven leaders from within our company who possess outstanding leadership skills and broad industry expertise. The work we have been doing to develop our leadership team enables us to effectively execute our management succession plan for these roles.”
Northrop Grumman Corporation
2980 Fairview Park Drive • Falls Church, VA 22042-4511
www.northropgrumman.com/media
Northrop Grumman Announces New Leadership Appointments
| • | Linda A. Mills will assume a new leadership position of corporate vice president, Operations. She currently serves as corporate vice president and president of the Information Systems sector. |
| • | Thomas E. Vice will become corporate vice president and president of the Aerospace Systems sector. He currently is corporate vice president and president of the company’s Technical Services sector. |
| • | Gloria A. Flach will become corporate vice president and president of the Electronic Systems sector. She currently serves as corporate vice president and president of Enterprise Shared Services. |
| • | Kathy J. Warden will become corporate vice president and president of the Information Systems sector. She currently is vice president and general manager of the Cyber Intelligence division in Information Systems. |
| • | Christopher T. Jones will become corporate vice president and president of the Technical Services sector. He currently is vice president and general manager of the Integrated Logistics and Modernization division within Technical Services. |
| • | Mark A. Caylor will become corporate vice president and president of Enterprise Shared Services. He currently serves as corporate vice president and treasurer. |
| • | David T. Perry will become corporate vice president and chief global business development officer. Perry previously served as vice president and general manager of the Naval and Marine Systems division in Electronic Systems. |
Northrop Grumman is a leading global security company providing innovative systems, products and solutions in aerospace, electronics, information systems, and technical services to government and commercial customers worldwide. Please visit www.northropgrumman.com for more information.
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0712-227
Northrop Grumman Corporation
2980 Fairview Park Drive • Falls Church, VA 22042-4511
www.northropgrumman.com/media