8-KLeadership ChangesCorporate ChangesExhibits & Filings

NORTHROP GRUMMAN CORP /DE/ 8-K Report, Executive Changes (Oct 23, 2008)

Filed October 23, 2008For Securities:NOC

Summary

Northrop Grumman Corporation announced on October 23, 2008, through an 8-K filing, two significant changes to its Board of Directors and corporate governance. Firstly, the company elected Bruce S. Gordon and Madeleine Kleiner as new directors, effective October 20, 2008. Mr. Gordon brings experience from leadership roles at the NAACP and Verizon Communications, and currently serves on the boards of Tyco International and CBS Corporation. Ms. Kleiner previously served as Executive Vice President and General Counsel for Hilton Hotels Corporation. Both new directors were appointed to key board committees: Mr. Gordon to the Compensation and Policy Committees, and Ms. Kleiner to the Audit and Governance Committees. Secondly, the company amended its Bylaws to increase the authorized number of directors on its Board from twelve to fourteen, accommodating the new appointments and allowing for future board expansion. The filing also details the compensation structure for the new directors, including an annual retainer of $220,000 ($100,000 cash and $120,000 in deferred stock units), with Ms. Kleiner receiving an additional $10,000 for her Audit Committee role. These changes suggest a strategic move by Northrop Grumman to enhance board expertise and governance structure.

Key Highlights

  • 1Northrop Grumman elected Bruce S. Gordon and Madeleine Kleiner as new directors to its Board on October 20, 2008.
  • 2Bruce S. Gordon has prior experience as CEO of the NAACP and President at Verizon Communications, and currently serves on the boards of Tyco International and CBS Corporation.
  • 3Madeleine Kleiner most recently served as Executive Vice President and General Counsel for Hilton Hotels Corporation.
  • 4The company amended its Bylaws to increase the authorized number of directors from 12 to 14.
  • 5Mr. Gordon was appointed to the Compensation and Policy Committees; Ms. Kleiner was appointed to the Audit and Governance Committees.
  • 6Each new director will receive an annual retainer of $220,000, with $100,000 in cash and $120,000 in deferred stock units.
  • 7Ms. Kleiner will receive an additional $10,000 for her service on the Audit Committee.

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