secwatch / observer
8-K filed May 16, 2024, 7:59 PM ET ticker NOC CIK 0001133421
other material confidence high sentiment neutral materiality 0.50

Northrop Grumman shareholders approve 2024 equity plan and officer exculpation amendment

NORTHROP GRUMMAN CORP /DE/

item 5.02item 5.03item 5.07item 9.01

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NORTHROP GRUMMAN CORP /DE/
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2024-05-16T23:59:59+00:00
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JSON Markdown Plain text

Source-grounded claims

fe2957026f1309fda1c3821b52fc84606cf6e331

NORTHROP GRUMMAN CORP /DE/: Amended and Restated Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of certain fiduciary duties, to the extent permitted by Delaware law.

The Company has filed with the Secretary of State of Delaware a certificate of amendment that reflects the Amendment, which was effective upon filing.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

0c3e41ec78e38c18ce870baf619f2e5d8fab6d17

NORTHROP GRUMMAN CORP /DE/ shareholders rejected Shareholder proposal on independent board chair.

The shareholders did not approve the shareholder proposal to provide for an independent board chair.

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

21156ba66c5b91848d7a91478db0b0894bf595f1

NORTHROP GRUMMAN CORP /DE/ shareholders rejected Shareholder proposal on evaluation and report of political activities alignment with human rights policy.

The shareholders did not approve the shareholder proposal to annually conduct an evaluation and issue a report describing the alignment of the Company's political activities with its human rights policy.

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

350d5127c8db8b4077af862c3fc3bf44504d644e

NORTHROP GRUMMAN CORP /DE/ shareholders approved Ratification of Deloitte & Touche LLP as independent auditor at the 2024-12-31 meeting.

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2024 with a vote of 127,336,041 shares for, 5,045,391 shares against and 474,351 abstentions.

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

8efaa68dea646455097f638bb5abe752743ddc15

NORTHROP GRUMMAN CORP /DE/ shareholders approved Eliminate personal liability of officers for monetary damages for breach of fiduciary duties.

The shareholders approved management's proposal to eliminate the personal liability of officers for monetary damages for breach of certain fiduciary duties as permitted by Delaware law, with a vote of: For Against Abstain Broker Non-Vote 100,886,043 17,668,284 1,062,003 13,239,453

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

8f1572e547ec975857e5ba3b5f197f9b751173fb

NORTHROP GRUMMAN CORP /DE/ shareholders approved Advisory approval of compensation of named executive officers.

The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, with a vote of: For Against Abstain Broker Non-Vote 111,978,367 6,734,052 903,911 13,239,453

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

9a187fd0e0643b047b0f01a598461d0235f28481

NORTHROP GRUMMAN CORP /DE/ shareholders approved Approval of 2024 Long-Term Incentive Stock Plan.

The shareholders approved the 2024 Long-Term Incentive Stock Plan, with a vote of: For Against Abstain Broker Non-Vote 114,469,555 4,419,417 727,358 13,239,453

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

Comparable filings

DCOM

Dime Commercial Bancshares name change effective; three executives amend employment agreements

Dime Community Bancshares, Inc. /NY/ June 1, 2026, 4:02 PM ET other_material Items 5.02, 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.02, 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

The Company has filed with the Secretary of State of Delaware a certificate of amendment that reflects the Amendment, which was effective upon filing.

Comparable filing

On May 28, 2026, the Company filed with the Department of State of the State of New York a Certificate of Amendment to Certificate of Incorporation to change our corporate name from Dime Community Bancshares, Inc. to Dime Commercial Bancshares, Inc., effective immediate.

Filing page SEC filing

AEIS

AEIS stockholders approve doubling of authorized shares to 140M and expansion of equity plan to 4.9M shares

ADVANCED ENERGY INDUSTRIES INC May 8, 2026, 7:59 PM ET other_material Items 5.02, 5.07, 5.03, 9.01

same fact type: governance_change same SEC item: 5.02, 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

The Company has filed with the Secretary of State of Delaware a certificate of amendment that reflects the Amendment, which was effective upon filing.

Comparable filing

the amendment increases the number of authorized shares of common stock from 70,000,000 shares to 140,000,000 shares. The amendment became effective upon the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 7, 2026.

Filing page SEC filing

RYZ

Ryerson stockholders approve 1.5M share increase in 2014 incentive plan; director Calhoun departs

Ryerson Holding Corp May 6, 2026, 7:59 PM ET other_material Items 5.02, 5.03, 5.07, 9.01

same fact type: governance_change same SEC item: 5.02, 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

The Company has filed with the Secretary of State of Delaware a certificate of amendment that reflects the Amendment, which was effective upon filing.

Comparable filing

On April 30, 2026, at the Annual Meeting, upon the recommendation of the Board, the stockholders of the Company approved a proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) to provide for the exculpation of certain of the Company’s officers in specific circumstances, as permitted by Delaware law.

Filing page SEC filing

CRM

Salesforce shareholders approve 34M share equity plan increase, extend term to 2036, all directors re-elected

Salesforce, Inc. June 1, 2026, 4:43 PM ET other_material Items 5.07, 5.02, 9.01

same fact type: shareholder_vote same SEC item: 5.02, 5.07, 9.01 same event type: other_material similar materiality

This filing

The shareholders did not approve the shareholder proposal to provide for an independent board chair.

Comparable filing

Advisory vote to approve the fiscal 2026 compensation of the Company’s named executive officers: For Against Abstain Broker Non-Votes 493,864,228 117,716,717 668,510 102,463,325

Filing page SEC filing

BRANDYWINE OPERATING PARTNERSHIP, L.P.

Brandywine extends revolver maturity to Dec 2026; shareholders OK 5M share increase for LTIP

BRANDYWINE OPERATING PARTNERSHIP, L.P. June 1, 2026, 4:30 PM ET other_material Items 1.01, 2.03, 5.02, 5.07, 9.01

same fact type: shareholder_vote same SEC item: 5.02, 5.07, 9.01 same event type: other_material similar materiality

This filing

The shareholders did not approve the shareholder proposal to provide for an independent board chair.

Comparable filing

PROPOSAL 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for calendar year 2026. Votes For Votes Against Abstentions 134,853,955 7,100,190 646,621

Filing page SEC filing

SIRI

Sirius XM shareholders approve 7.2M share increase in 2024 equity plan, elect directors

SIRIUS XM HOLDINGS INC. June 1, 2026, 4:28 PM ET other_material Items 5.02, 5.07, 9.01

same fact type: shareholder_vote same SEC item: 5.02, 5.07, 9.01 same event type: other_material similar materiality

This filing

The shareholders did not approve the shareholder proposal to provide for an independent board chair.

Comparable filing

Item 2 – Advisory Vote on Named Executive Officer Compensation The holders of our common stock approved, on a non-binding advisory basis, the compensation paid to our named executive officers. Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 228,280,853 4,764,836 1,349,137 51,448,019

Filing page SEC filing

ESPR

Esperion shareholders approve 7M-share increase to 2022 equity incentive plan

Esperion Therapeutics, Inc. June 1, 2026, 4:22 PM ET other_material Items 5.02, 5.07, 9.01

same fact type: shareholder_vote same SEC item: 5.02, 5.07, 9.01 same event type: other_material similar materiality

This filing

The shareholders did not approve the shareholder proposal to provide for an independent board chair.

Comparable filing

The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows: For Against Abstain Broker Non-Votes 167,083,447 8,765,273 1,360,136 —

Filing page SEC filing

RDAC

Shareholders approve SPAC extension to Oct 15, 2027; ~1.9M shares redeemed

Rising Dragon Acquisition Corp. June 1, 2026, 6:08 AM ET other_material Items 1.01, 5.03, 5.07, 8.01, 9.01

same fact type: governance_change same SEC item: 5.03, 5.07, 9.01 same event type: other_material similar materiality

This filing

The Company has filed with the Secretary of State of Delaware a certificate of amendment that reflects the Amendment, which was effective upon filing.

Comparable filing

Subsequent to the approval by its shareholders at the Extension Meeting of Rising Dragon’s second amended and restated memorandum and articles of association (the “Amended Charter”), the Company filed the Amended Charter with the Cayman Islands Registrar of Companies, effective May 28, 2026

Filing page SEC filing

Source: SEC EDGAR
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