falseNORTHROP GRUMMAN CORP /DE/000113342100011334212022-05-182022-05-18

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 18, 2022

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)

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			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			NOC			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. ☐

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ITEM 5.07. Submission of Matters to a Vote of Security Holders.

At the 2022 Annual Meeting held on May 18, 2022, 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 1, 2022.

The results detailed below for the proposals presented at the Annual Meeting represent the final voting results as certified by the Inspectors of Election.

Management Proposals

Proposal 1

The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Donald E. Felsinger, Ann M. Fudge, William H. Hernandez, Madeleine A. Kleiner, Karl J. Krapek, Graham N. Robinson, Gary Roughead, Thomas M. Schoewe, James S. Turley and Mark A. Welsh III.

Director						For						Against						Abstain						Broker Non-Vote
Kathy J. Warden						123,611,868						3,464,295						384,278						13,097,094
David P. Abney						125,371,631						1,481,768						607,041						13,097,094
Marianne C. Brown						124,584,674						2,271,287						604,480						13,097,094
Donald E. Felsinger						121,781,149						5,074,906						604,385						13,097,094
Ann M. Fudge						124,794,210						2,123,900						542,331						13,097,094
William H. Hernandez						125,219,521						1,648,243						592,676						13,097,094
Madeleine A. Kleiner						120,113,280						4,534,989						2,812,172						13,097,094
Karl J. Krapek						123,086,859						3,793,132						580,450						13,097,094
Graham N. Robinson						125,539,914						1,357,177						536,350						13,097,094
Gary Roughead						124,896,811						2,053,703						509,927						13,097,094
Thomas M. Schoewe						120,639,592						6,239,088						581,761						13,097,094
James S. Turley						118,334,949						8,536,751						588,741						13,097,094
Mark A. Welsh III						125,574,159						1,366,178						520,105						13,097,094

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
122,047,000						4,296,524						1,116,900						13,097,094

Proposal 3

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2021 with a vote of 134,598,218 shares for, 5,491,213 shares against and 467,184 abstentions.

Shareholder Proposal

Proposal 4

The shareholder proposal to change the ownership threshold for shareholders to call a special meeting received votes representing just over 50% of votes cast.

For						Against						Abstain						Broker Non-Vote
63,526,028						62,532,722						1,396,747						13,097,094

The Board of Directors will carefully consider the shareholders' votes on these proposals and the feedback received in the course of our shareholder engagement.

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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

(Signature) Jennifer C. McGarey Corporate Vice President and Secretary

Date: May 23, 2022