8-KShareholder Matters

NORTHROP GRUMMAN CORP /DE/ 8-K Report, Shareholder Vote Results (May 17, 2013)

Filed May 17, 2013For Securities:NOC

Summary

This 8-K filing from Northrop Grumman Corporation (NOC) reports the final voting results from its 2013 Annual Meeting of Shareholders, held on May 14, 2013. The primary focus for investors is the overwhelming shareholder approval of management's proposals. All twelve nominated directors were elected to serve until the 2014 Annual Meeting, and executive compensation was approved on an advisory basis with strong support. Furthermore, the appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2013 was overwhelmingly ratified. The filing also details the outcomes of two shareholder proposals: one concerning additional disclosure of lobbying activities and another seeking an independent board chairman. Both shareholder proposals failed to gain majority support, indicating continued alignment between management's recommendations and shareholder voting patterns on these specific governance issues.

Key Highlights

  • 1All twelve nominated directors were elected to serve until the 2014 Annual Meeting of Shareholders with substantial 'For' votes across the board.
  • 2Shareholders approved, on an advisory basis, the compensation of the Company's named executive officers with approximately 91% of the votes cast (excluding abstentions and broker non-votes).
  • 3The appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2013 was overwhelmingly ratified, receiving over 98% of the votes cast for the proposal.
  • 4A shareholder proposal requesting additional disclosure of lobbying activities was defeated, with only approximately 7.8% of votes cast in favor.
  • 5A shareholder proposal advocating for an independent board chairman also failed to pass, with only approximately 29.7% of votes cast in favor.
  • 6The proxy statement filed on April 5, 2013, contained the detailed descriptions of the proposals considered at the meeting.

Frequently Asked Questions

The key outcomes were the election of all twelve director nominees, the advisory approval of executive compensation, and the ratification of Deloitte & Touche LLP as the independent auditor. Management's proposals received strong shareholder support, while two shareholder proposals concerning lobbying disclosures and an independent board chairman were not approved.

Shareholders approved the compensation of the Company's named executive officers on an advisory basis with a significant majority. Out of the votes cast for or against the proposal (excluding abstentions and broker non-votes), approximately 175.7 million were 'For' and 8.2 million were 'Against', indicating strong shareholder endorsement of the executive compensation structure at that time.

Both shareholder proposals failed to gain majority support. The proposal for additional disclosure of lobbying activities received approximately 13.9 million 'For' votes versus 165.2 million 'Against' votes. The proposal for an independent board chairman received approximately 54.7 million 'For' votes versus 129.4 million 'Against' votes.

The following twelve individuals were elected as directors to hold office until the 2014 Annual Meeting of Shareholders: Wesley G. Bush, Victor H. Fazio, Donald E. Felsinger, Stephen E. Frank, Bruce S. Gordon, Madeleine A. Kleiner, Karl J. Krapek, Richard B. Myers, Aulana L. Peters, Gary Roughead, Thomas M. Schoewe, and Kevin W. Sharer. All nominees were elected with substantial affirmative votes.