8-KLeadership ChangesMaterial AgreementsExhibits & Filings

NORTHROP GRUMMAN CORP /DE/ 8-K Report, Material Agreement (Jan 18, 2005)

Filed January 18, 2005For Securities:NOC

Summary

This 8-K filing from Northrop Grumman Corporation (NOC) on January 18, 2005, primarily reports on a significant leadership transition within the company. Specifically, it announces the resignation of Chief Financial Officer (CFO) Charles H. Noski, which is set to occur after the filing of the company's 2004 Form 10-K with the SEC. Mr. Noski will continue to oversee the 10-K preparation and will receive a prorated 2005 bonus and extended stock option exercise periods as per his separation agreement. Concurrently, the company announced the appointment of Wesley G. Bush as the new Corporate Vice President and CFO, effective upon Mr. Noski's departure. Mr. Bush, currently serving as Corporate Vice President and President of the Space Technology sector, has a background that includes executive roles at TRW Inc. Investors should note this planned transition as it signifies a change in financial leadership at a key executive level.

Key Highlights

  • 1Charles H. Noski, CFO, will resign following the filing of the 2004 Form 10-K.
  • 2Mr. Noski's resignation date is contingent on the SEC's acceptance of the 2004 Form 10-K filing.
  • 3Mr. Noski will receive a prorated 2005 bonus and extended stock option exercise period.
  • 4Wesley G. Bush has been elected as the new Corporate Vice President and CFO, effective upon Mr. Noski's departure.
  • 5Mr. Bush currently holds the position of Corporate Vice President and President of the Space Technology sector.
  • 6Mr. Noski will not seek re-election to the Board of Directors at the May 17, 2005 Annual Meeting of Shareholders.

Frequently Asked Questions

This 8-K filing is primarily to announce a change in the company's Chief Financial Officer position. It details the resignation of the current CFO, Charles H. Noski, and the appointment of his successor, Wesley G. Bush.

Mr. Noski is set to resign on the day after the SEC accepts Northrop Grumman's Form 10-K filing for the year 2004. He will continue to supervise the preparation of this report until his departure.

Wesley G. Bush has been elected as the new Corporate Vice President and CFO. He is currently the Corporate Vice President and President of the company's Space Technology sector. His prior experience includes executive roles at TRW Inc.

As per the agreement, Mr. Noski will receive a prorated bonus for 2005 under the Company's Incentive Compensation Plan. He will also be eligible to exercise his vested stock options for 90 days after being notified that the Company's Form 10-Q for the quarter ending June 30, 2005, has been filed.