SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 10, 2020
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
of Incorporation or Organization)
(Commission File Number)
2980 Fairview Park Drive, Falls Church, VA 22042
(Address of principal executive offices)(Zip Code)
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
New York Stock Exchange
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2020, the Board of Directors of Northrop Grumman Corporation (the “Company”) elected David P. Abney to the Board of Directors effective June 10, 2020. Mr. Abney is the Executive Chairman of the Board of Directors of UPS, a position from which he is scheduled to retire in September 2020. Mr. Abney served as Chief Executive Officer of UPS from 2014 until the end of May, 2020, and was appointed Chairman of the Board in 2016. Prior to his role as Chairman and CEO, Mr. Abney served as Chief Operating Officer and in a number of other roles since joining UPS in 1974.
The Board of Directors appointed Mr. Abney to the Audit Committee and the Policy Committee.
In connection with Mr. Abney’s appointment, the Company reports the following related party transaction consistent with Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934: in the ordinary course of business, the Company purchases logistical services from UPS. For the year ended December 31, 2019, amounts paid for these services accounted for less than 0.1% of either companies’ revenues for the 2019 fiscal year and to date in 2020.
Mr. Abney is entitled to receive an annual cash retainer of $130,000 per year as well as an additional $10,000 retainer for serving on the Audit Committee. In addition, Mr. Abney will receive an annual equity grant of $160,000 in deferred stock units to be paid at the conclusion of his board service, or earlier, as specified by Mr. Abney. Mr. Abney’s retainer fees and equity grant will be prorated for 2020.
On June 10, 2020, the Board of Directors also approved an increase in the size of the Board from 12 members to 13 members.
A copy of the Company’s press release announcing the election of Mr. Abney is attached here to as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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
/s/ Jennifer C. McGarey
Jennifer C. McGarey
Corporate Vice President and Secretary
Date: June 10, 2020