8-KShareholder Matters

NORTHROP GRUMMAN CORP /DE/ 8-K Report, Shareholder Vote Results (May 24, 2021)

Filed May 24, 2021For Securities:NOC

Summary

Northrop Grumman Corporation (NOC) filed an 8-K report detailing the results of its 2021 Annual Meeting of Security Holders held on May 19, 2021. The meeting saw the approval of all three management-sponsored proposals. These included the election of twelve directors to the board, an advisory vote to approve executive compensation, and the ratification of Deloitte & Touche LLP as the independent auditor for the fiscal year ending December 31, 2021. Conversely, two shareholder proposals were not approved by the security holders. The first sought an assessment and report on potential human rights impacts related to the government's use of the company's products and services. The second aimed to lower the ownership threshold required for shareholders to request action by written consent to 10%. The company stated that the Board of Directors will consider the voting outcomes and shareholder feedback in their ongoing engagement.

Key Highlights

  • 1All three management proposals were approved by shareholders at the 2021 Annual Meeting.
  • 2Twelve directors were elected to the Board of Directors.
  • 3Shareholders voted to approve, on an advisory basis, the compensation of the Company's named executive officers.
  • 4The appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2021 was ratified.
  • 5A shareholder proposal requesting assessment and reporting on human rights impacts related to government product usage was not approved.
  • 6A shareholder proposal to lower the ownership threshold for requesting action by written consent to 10% was not approved.
  • 7The company indicated that the Board will consider shareholder votes and feedback.

Frequently Asked Questions

At the 2021 Annual Meeting, shareholders approved all three management proposals: the election of twelve directors, an advisory vote on executive compensation, and the ratification of the independent auditor. However, two shareholder proposals, one concerning human rights impact reporting and another on lowering the threshold for written consent, were not approved.

The advisory vote on executive compensation, often referred to as 'Say-on-Pay', allows shareholders to express their opinion on the compensation packages for the company's top executives. While non-binding, a strong 'for' vote generally indicates shareholder confidence in the compensation committee's decisions, whereas a significant 'against' vote may signal shareholder dissatisfaction that the board may consider.

The company stated that the Board of Directors will carefully consider the shareholders' votes on all proposals, including the non-approved ones, and the feedback received. While the specific actions are not detailed, this suggests the company will review the concerns raised by shareholders who supported these proposals.

The twelve directors elected by shareholders were: Kathy J. Warden, David P. Abney, Marianne C. Brown, Donald E. Felsinger, Ann M. Fudge, William H. Hernandez, Madeleine A. Kleiner, Karl J. Krapek, Gary Roughead, Thomas M. Schoewe, James S. Turley, and Mark A. Welsh III.