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false0001133421NORTHROP GRUMMAN CORP /DE/ 0001133421 2020-05-20 2020-05-20


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)
May 20, 2020
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
 
1-16411
 
80-0640649
(State or Other Jurisdiction
of Incorporation or Organization)
 
(Commission File Number)
 
(IRS Employer
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)

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

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))

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 the 2020 Annual Meeting held on May 20, 2020, shareholders considered and approved the three proposals that management presented, each of which is described in more detail in the Company's Proxy Statement filed on April 3, 2020. Shareholders did not approve either the shareholder proposal that the Company assess and report on potential human rights impacts that could result from governments' use of our products and services or the shareholder proposal to move to a 3% ownership threshold for shareholders to request action by written consent.

The results detailed below represent the final voting results as certified by the Inspectors of Election:

Management's Proposals

Proposal 1

The shareholders elected the following twelve directors: Kathy J. Warden, Marianne C. Brown, Donald E. Felsinger, Ann M. Fudge, Bruce S. Gordon, William H. Hernandez, Madeleine A. Kleiner, Karl J. Krapek, Gary Roughead, Thomas M. Schoewe, James S. Turley and Mark A. Welsh III.
Director
 
For
 
Against
 
Abstain
 
Broker Non-Vote
Kathy J. Warden
 
134,861,739
 
4,016,476
 
505,813
 
15,128,774
Marianne C. Brown
 
136,568,695
 
1,987,554
 
827,779
 
15,128,774
Donald E. Felsinger
 
134,157,812
 
4,451,102
 
775,114
 
15,128,774
Ann M. Fudge
 
137,002,172
 
1,643,519
 
738,337
 
15,128,774
Bruce S. Gordon
 
132,785,750
 
5,859,390
 
738,888
 
15,128,774
William H. Hernandez
 
137,365,676
 
1,301,978
 
716,374
 
15,128,774
Madeleine A. Kleiner
 
133,425,769
 
3,225,212
 
2,733,047
 
15,128,774
Karl J. Krapek
 
135,212,550
 
3,338,115
 
833,363
 
15,128,774
Gary Roughead
 
136,181,131
 
2,404,781
 
798,116
 
15,128,774
Thomas M. Schoewe
 
136,441,598
 
2,079,454
 
862,976
 
15,128,774
James S. Turley
 
136,412,867
 
2,108,380
 
862,781
 
15,128,774
Mark A. Welsh III
 
137,402,399
 
1,237,374
 
744,255
 
15,128,774

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
133,107,383
 
5,124,820
 
1,151,825
 
15,128,774

Proposal 3

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2020 with a vote of 149,850,548 shares for, 4,048,098 shares against and 614,156 abstentions.

Shareholder Proposals

Proposal 4

The shareholders did not approve the shareholder proposal that the Company assess and report on potential human rights impacts that could result from governments' use of our products and services.
For
 
Against
 
Abstain
 
Broker Non-Vote
33,123,948
 
103,984,875
 
2,275,205
 
15,128,774





Proposal 5

The shareholders did not approve the shareholder proposal to move to a 3% ownership threshold for shareholders to request action by written consent.
For
 
Against
 
Abstain
 
Broker Non-Vote
38,450,058
 
99,760,752
 
1,173,218
 
15,128,774




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)
Jennifer C. McGarey
Corporate Vice President and Secretary

Date: May 26, 2020