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/
- Shareholders elected 13 directors; all management nominees received over 88% of votes cast.
- Approved 2024 Long-Term Incentive Stock Plan (5.75M new shares plus rollover from 2011 Plan).
- Approved charter amendment to eliminate personal liability of officers for breach of fiduciary duty.
- Advisory say-on-pay resolution passed with approximately 94% support.
- Shareholder proposals on political spending and independent board chair rejected with 7% and 25% support.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
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.
- Change
- charter amendment
Exact text from the 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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
NORTHROP GRUMMAN CORP /DE/ shareholders approved Elimination of personal liability of officers for monetary damages for breach of fiduciary duties.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
NORTHROP GRUMMAN CORP /DE/ shareholders approved 2024 Long-Term Incentive Stock Plan.
- Proposal
- equity plan
- Outcome
- passed
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
NORTHROP GRUMMAN CORP /DE/ shareholders approved Election of thirteen directors.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh III and Mary A. Winston.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
NORTHROP GRUMMAN CORP /DE/ shareholders approved Ratification of Deloitte & Touche LLP as independent auditor at the 2024-12-31 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2024-12-31
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
NORTHROP GRUMMAN CORP /DE/ shareholders rejected Shareholder proposal to provide for an independent board chair.
- Outcome
- failed
Exact text from the filing
The shareholders did not approve the shareholder proposal to provide for an independent board chair.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
NORTHROP GRUMMAN CORP /DE/ shareholders approved Advisory vote on compensation of named executive officers.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
NORTHROP GRUMMAN CORP /DE/ shareholders rejected Shareholder proposal to annually conduct an evaluation and issue a report on alignment of political activities with human rights policy.
- Outcome
- failed
Exact text from the filing
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.
View on SEC.gov
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