falseNORTHROP GRUMMAN CORP /DE/000113342112/3100011334212022-05-182022-05-1800011334212023-01-012023-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 17, 2023
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware1-1641180-0640649
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockNOCNew 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As disclosed in our 2023 Proxy Statement, in March 2023, the Board of Directors of Northrop Grumman Corporation (the "Company") approved amendments to the Company's Amended and Restated Certificate of Incorporation reducing the ownership threshold required to call a special meeting from 25% to 15%, subject to shareholder approval at the Company's Annual Meeting of Shareholders held on May 17, 2023 (the "2023 Annual Meeting"). At the 2023 Annual Meeting, shareholders considered and approved these amendments. The Amended and Restated Certificate of Incorporation will be effective upon filing with the Secretary of State of the State of Delaware.
On May 17, 2023, the Board of Directors considered and approved a corresponding amendment to the Company's Amended and Restated Bylaws to reflect this change in ownership threshold to call a special meeting, and also approved other limited amendments to the Company's Amended and Restated Bylaws. These amendments update certain provisions to reflect the universal proxy rules promulgated by the Securities and Exchange Commission, other recent changes to the Delaware General Corporation Law, emerging practices, and clarified information requirements.

The Amended and Restated Bylaws will be effective upon the filing of the Amended and Restated Certificate of Incorporation. Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibit 3.1 and Exhibit 3.2 to this Report, respectively.

ITEM 5.07. Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting held on May 17, 2023, shareholders considered and approved the five proposals that management presented, each of which is described in more detail in the Company's Proxy Statement filed on March 31, 2023.

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, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh III and Mary A. Winston.

DirectorForAgainstAbstainBroker Non-Vote
Kathy J. Warden117,525,8613,725,950441,60313,719,402
David P. Abney116,160,1604,903,608629,64613,719,402
Marianne C. Brown118,866,2942,161,055666,06513,719,402
Ann M. Fudge119,079,1732,048,282565,95913,719,402
Madeleine A. Kleiner117,683,0503,348,122662,24213,719,402
Arvind Krishna119,694,0271,319,272680,11513,719,402
Graham N. Robinson119,307,3741,711,411674,62913,719,402
Kimberly A. Ross119,362,9771,622,368708,06913,719,402
Gary Roughead 118,637,2012,462,328593,88513,719,402
Thomas M. Schoewe118,420,5962,666,174606,64413,719,402
James S. Turley108,319,22012,717,816656,28213,719,402
Mark A. Welsh III119,820,4011,255,149617,86413,719,402
Mary A. Winston118,858,0522,170,074665,28813,719,402

Proposal 2

The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, with a vote of:

ForAgainstAbstainBroker Non-Vote
116,744,8974,033,337915,18013,719,402

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Proposal 3

The shareholders approved, on an advisory basis, a preferred frequency of one year for future votes on the compensation of the Company's named executive officers, with a vote of:

1 Year2 Years3 YearsAbstainBroker Non-Vote
119,067,507751,3661,501,524373,01713,719,402


Proposal 4

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2023 with a vote of 130,654,947 shares for, 4,365,481 shares against and 392,388 abstentions.

Proposal 5

The shareholders approved management's proposal to reduce the threshold required to call a special meeting of shareholders, with a vote of:

ForAgainstAbstainBroker Non-Vote
119,424,4171,645,476623,52113,719,402

Shareholder Proposals

Proposal 6

The shareholders did not approve the shareholder proposal annually to conduct an evaluation and issue a report describing alignment/misalignment of the Company's political activities with its human rights policy.

ForAgainstAbstainBroker Non-Vote
24,027,96395,937,4371,728,01413,719,402


Proposal 7

The shareholders did not approve the shareholder proposal to provide for an independent board chair.

ForAgainstAbstainBroker Non-Vote
47,215,80173,510,658966,95513,719,402


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

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 
   
  Exhibit No.Description
3.1
3.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 19, 2023
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Exhibit Index

  Exhibit No.Description
3.1
 3.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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