UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
February 17, 2015
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NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE | 1-16411 | No. 80-0640649 | ||
(State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
Incorporation or Organization) | 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)) |
TABLE OF CONTENTS
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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.
(d) Election of New Director
On February 17, 2015, the Board of Directors of Northrop Grumman Corporation (the “Company”) elected James S. Turley to the Board of Directors effective February 19, 2015. Mr. Turley most recently served as Chairman and Chief Executive Officer of Ernst& Young from 2001 until his retirement in 2013.
The Board of Directors appointed Mr. Turley to the Audit Committee and determined that Mr. Turley satisfies the SEC’s definition of “audit committee financial expert.” Mr. Turley was also appointed to the Policy Committee.
Mr. Turley is entitled to receive an annual cash retainer of $120,000 per year as well as an additional $10,000 retainer for serving on the Audit Committee. In addition, Mr. Turley will receive an annual equity grant of $135,000 in deferred stock units to be paid out at the conclusion of his board service, or earlier, as specified by Mr. Turley, once he has five or more years of service. Mr. Turley’s retainer fees and equity grant will be prorated for 2015.
On February 17, 2015, the Board of Directors also approved an increase in the size of the Board from 11 members to 12 members.
A copy of the Company’s press release announcing the election of Mr. Turley is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
Exhibit 99.1 | Press Release (“Northrop Grumman Elects James S. Turley to its Board of Directors”), dated February 19, 2015 | |
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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.
NORTHROP GRUMMAN CORPORATION (Registrant) | ||
By: | /s/ Jennifer C. McGarey | |
Jennifer C. McGarey Corporate Vice President and Secretary | ||
Date: February 19, 2015
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EXHIBIT INDEX
Exhibit No. | Description | |
Exhibit 99.1 | Press Release (“Northrop Grumman Elects James S. Turley to its Board of Directors”), dated February 19, 2015 | |
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Exhibit 99.1 | ||
News Release | ||||
Contact: | Randy Belote | |||
703-280-2720 (office) | ||||
443-994-1489 (mobile) | ||||
randy.belote@ngc.com | ||||
Northrop Grumman Elects James S. Turley to its Board of Directors
FALLS CHURCH, Va. -- Feb. 19, 2015 -- Northrop Grumman Corporation (NYSE: NOC) announced today that it has elected James S. Turley, former chairman and chief executive officer of Ernst & Young, to its board of directors. The addition of Turley increases Northrop Grumman's board of directors to 12 members, 11 of whom are independent directors.
A photo accompanying this release is available at: http://media.globenewswire.com/noc/mediagallery.html?pkgid=30882.
"We are delighted that Jim Turley has joined our board of directors," said Wes Bush, chairman, chief executive officer and president, Northrop Grumman. "His global corporate and leadership experience will contribute to Northrop Grumman’s focus on performance for our shareholders, customers and employees."
Turley served as chairman and chief executive officer of Ernst & Young from 2001 until his retirement in 2013. He joined Ernst & Young in 1977 and held various positions there until being named regional managing partner for the Upper Midwest in 1994 and for New York in 1998. He was named deputy chairman in 2000.
Turley holds an undergraduate degree and a master’s degree in accounting from Rice University. He currently serves on the corporate boards for Citigroup, Emerson Electric Company and Intrexon Corporation. He serves on the board of directors of the Boy Scouts of America, the board of trustees for Rice University, and is chair of the National Corporate Theatre Fund. He also serves on the Committee for Economic Development.
Northrop Grumman Corporation
2980 Fairview Park Drive • Falls Church, VA 22042-4511
www.northropgrumman.com/media
Northrop Grumman Elects James S. Turley to its Board of Directors | 2 | |
Northrop Grumman is a leading global security company providing innovative systems, products and solutions in unmanned systems, cyber, C4ISR, and logistics and modernization to government and commercial customers worldwide. Please visit www.northropgrumman.com for more information.
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Northrop Grumman Corporation
2980 Fairview Park Drive • Falls Church, VA 22042-4511
www.northropgrumman.com/media