8-KLeadership ChangesExhibits & Filings

NORTHROP GRUMMAN CORP /DE/ 8-K Report, Executive Changes (May 15, 2013)

Filed May 15, 2013For Securities:NOC

Summary

Northrop Grumman Corporation (NOC) filed an 8-K on May 15, 2013, primarily detailing amendments to the restricted performance stock rights (RPSR) agreements for its President and Chief Executive Officer, Wesley G. Bush. These amendments, approved by the Board of Directors, modify the terms concerning accelerated payments in the event of a change in control. Specifically, the amendments ensure that any accelerated payments from the 2011 and 2012 RPSR grants due to a change in control will now be made on a pro-rata basis. This change impacts the potential payout structure for Mr. Bush under specific circumstances, aligning the company's compensation practices with a potentially more conservative approach to change-in-control payouts. Investors should note that this filing does not report any new financial results or significant operational changes, but rather focuses on executive compensation structure.

Key Highlights

  • 1Amendments to CEO Wesley G. Bush's Restricted Performance Stock Rights (RPSR) agreements were approved by the Board of Directors.
  • 2The amendments affect the 2011 and 2012 RPSR grants.
  • 3Accelerated payments from these grants, triggered by a change in control event, will now be made on a pro-rata basis.
  • 4This change impacts the conditions under which Mr. Bush's RPSR awards can be accelerated.
  • 5The filing includes a letter dated May 15, 2013, between the Board of Directors and Wesley G. Bush as Exhibit 99.1, detailing these amendments.
  • 6No new financial statements or other material business events are reported in this filing.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose amendments made to the restricted performance stock rights (RPSR) agreements for Northrop Grumman's CEO, Wesley G. Bush. These amendments specifically alter how accelerated payments are handled in the event of a change in control.

The amendments ensure that if a change in control event occurs, any accelerated payments for the 2011 and 2012 RPSR grants to Mr. Bush will be made on a pro-rata basis. This means he will receive a portion of the award corresponding to the time elapsed or performance achieved, rather than potentially the full amount under previous terms.

This type of amendment is common in executive compensation as companies review their policies. It could be seen as a move towards aligning executive payouts more closely with actual tenure or performance during a change in control scenario, rather than providing a full immediate payout regardless of the timing. It does not inherently signal a negative outlook for the company or the CEO's position.

No, this 8-K filing does not include any new financial statements, earnings results, or significant operational updates. Its sole focus is on the modification of executive compensation terms for the CEO.