NORTHROP GRUMMAN CORP /DE/ — fact timeline

NORTHROP GRUMMAN CORP /DE/ shareholders rejected Shareholder proposal to provide for an independent board chair at the 2026-05-20 meeting.

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

NORTHROP GRUMMAN CORP /DE/ shareholders approved Ratification of Deloitte & Touche LLP as independent auditor at the 2026-05-20 meeting.

“The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2026 with a vote of 121,265,768 shares for, 5,116,361 shares against and 373,605 abstentions.”

NORTHROP GRUMMAN CORP /DE/ shareholders approved Advisory vote on executive compensation at the 2026-05-20 meeting.

“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 107,398,463 5,220,362 851,475 13,285,434”

NORTHROP GRUMMAN CORP /DE/ shareholders approved Election of Directors at the 2026-05-20 meeting.

“The shareholders elected the following eleven directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Christopher W. Grady, Arvind Krishna, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh III and Mary A. Winston.”

NORTHROP GRUMMAN CORP /DE/ reported quarter ended March 31, 2026 results: revenue $9.9 billion, net income $875 million, EPS $6.14.

“Northrop Grumman Corporation (NYSE: NOC) reported first quarter 2026 sales increased 4 percent to $9.9 billion, as compared with $9.5 billion in the first quarter of 2025. First quarter sales reflect continued strong demand for our global capabilities. First quarter 2026 net earnings totaled $875 million, or $6.14 per diluted share, as compared with $481 million, or $3.32 per diluted share, in the first quarter of 2025.”

NORTHROP GRUMMAN CORP /DE/ incurred senior notes of $500,000,000 with The Bank of New York Mellon at 5.250% maturing July 15, 2035.

“On May 29, 2025, Northrop Grumman Corporation (the “Company”) issued $500,000,000 in aggregate principal amount of 4.650% senior notes due 2030 (the “2030 Notes”) and $500,000,000 in aggregate principal amount of 5.250% senior notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”).”

NORTHROP GRUMMAN CORP /DE/ incurred senior notes of $500,000,000 with The Bank of New York Mellon at 4.650% maturing July 15, 2030.

“On May 29, 2025, Northrop Grumman Corporation (the “Company”) issued $500,000,000 in aggregate principal amount of 4.650% senior notes due 2030 (the “2030 Notes”) and $500,000,000 in aggregate principal amount of 5.250% senior notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”).”

Graham Robinson departed as Director at NORTHROP GRUMMAN CORP /DE/.

“On February 17, 2025, Graham Robinson notified the Board of his decision not to seek re-election at the 2025 Annual Meeting of Shareholders.”

NORTHROP GRUMMAN CORP /DE/ shareholders rejected Shareholder proposal to provide for an independent board chair.

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

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.

“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.”

NORTHROP GRUMMAN CORP /DE/ shareholders approved 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”

NORTHROP GRUMMAN CORP /DE/ shareholders approved Elimination of 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”

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.”

NORTHROP GRUMMAN CORP /DE/ shareholders approved Advisory vote on 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”

NORTHROP GRUMMAN CORP /DE/ shareholders approved Election of thirteen directors.

“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.”

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.”

Benjamin Davies was elected as Corporate Vice President and President, Defense Systems Sector at NORTHROP GRUMMAN CORP /DE/.

“Benjamin Davies has been elected Corporate Vice President and President, Defense Systems Sector effective July 1, 2024.”

Roshan Roeder was elected as Corporate Vice President and President, Mission Systems Sector at NORTHROP GRUMMAN CORP /DE/.

“Roshan Roeder, currently Corporate Vice President and President, Defense Systems, has been elected to the role of Corporate Vice President and President, Mission Systems Sector effective July 1, 2024.”

Kenneth Crews was elected as Corporate Vice President and Chief Financial Officer at NORTHROP GRUMMAN CORP /DE/.

“The Company announced that Kenneth Crews was elected Corporate Vice President and Chief Financial Officer effective October 1, 2024.”

Mark Caylor retired as Corporate Vice President and President, Mission Systems Sector at NORTHROP GRUMMAN CORP /DE/.

“Mark Caylor, Corporate Vice President and President, Mission Systems Sector will retire on July 26, 2024 after more than 20 years with the Company.”

David Keffer retired as Corporate Vice President and Chief Financial Officer at NORTHROP GRUMMAN CORP /DE/.

“David Keffer, Corporate Vice President and Chief Financial Officer, will be retiring from the Company. Mr. Keffer will step down from his position on October 1, 2024, but will remain an employee of the Company until his retirement from the Company on February 21, 2025 to help facilitate an orderly transition.”

NORTHROP GRUMMAN CORP /DE/ reported first quarter 2024 results: revenue $10.1 billion, net income $944 million, EPS $6.32 per diluted share. Guidance reaffirmed.

“Northrop Grumman Reports First Quarter 2024 Financial Results • Sales increase 9 percent to $10.1 billion • Operating income increases 13 percent driven by strong performance and cost efficiencies • Diluted earnings per share increase 15 percent to $6.32 • $1.5 billion returned to shareholders through dividends and share repurchases • Reaffirming 2024 company-level guidance”

NORTHROP GRUMMAN CORP /DE/ incurred senior notes of $500,000,000 in aggregate principal amount of 4.600% senior notes due 2029, $850,000,000 in aggregate principal amount o with J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters at 4.600%, 4.900% and 5.200% maturing February 1, 2029, June 1, 2034 and June 1, 2054.

“On January 31, 2024, Northrop Grumman Corporation (the "Company") issued $500,000,000 in aggregate principal amount of 4.600% senior notes due 2029 (the "2029 Notes"), $850,000,000 in aggregate principal amount of 4.900% senior notes due 2034 (the "2034 Notes") and $1,150,000,000 in aggregate principal amount of 5.200% senior notes due 2054 (the "2054 Notes" and, together with the 2029 Notes and the 2034 Notes, the "Notes").”

NORTHROP GRUMMAN CORP /DE/ entered into Indenture with The Bank of New York Mellon valued at $2,500,000,000 aggregate principal amount of senior notes (effective 2024-01-31).

“On January 31, 2024, Northrop Grumman Corporation (the “Company”) issued $500,000,000 in aggregate principal amount of 4.600% senior notes due 2029 (the “2029 Notes”), $850,000,000 in aggregate principal amount of 4.900% senior notes due 2034 (the “2034 Notes”) and $1,150,000,000 in aggregate principal amount of 5.200% senior notes due 2054 (the “2054 Notes” and, together with the 2029 Notes and the 2034 Notes, the “Notes”).”

NORTHROP GRUMMAN CORP /DE/ reported the quarter and year ended December 31, 2023 results: revenue $10.6 billion, net income $535 million, EPS $3.54 per diluted share. Guidance reaffirmed.

“Fourth Quarter and Full-Year 2023 Financial Results • Total backlog rises to record $84.2 billion driven by full year book to bill of 1.14 • Q4 Sales increase 6 percent to $10.6 billion; 2023 sales increase 7 percent to $39.3 billion • Company records $1.56 billion pre-tax charge associated with LRIP phase of B-21 program • 2023 Diluted EPS of $13.53, including”

NORTHROP GRUMMAN CORP /DE/ reported the quarter ended September 30, 2023 results: revenue $9.8 billion, net income $937 million, EPS $6.18. Guidance raised.

“Grumman Reports Third Quarter 2023 Financial Results • Net awards of $15 billion; book to bill of 1.53 • Total backlog rises to record $84 billion • Sales increased 9 percent to $9.8 billion • Operating income increased 20 percent; segment operating income 1 increased 8 percent • Diluted earnings per share of $6.18 • Operating cash flow of $1.2 billion • Company”

NORTHROP GRUMMAN CORP /DE/ reported second quarter ended June 30, 2023 results: revenue $9.6 billion, net income $812 million, EPS $5.34 per diluted share. Guidance raised.

“FALLS CHURCH, Va. – July 27, 2023 – Northrop Grumman Corporation (NYSE: NOC) reported second quarter 2023 sales increased 9 percent to $9.6 billion, as compared with $8.8 billion in the second quarter of 2022. Second quarter 2023 sales reflect continued strong demand and improving labor availability and supplier deliveries. Second quarter 2023 net earnings totaled $812 million, or $5.34 per diluted share, as compared with $946 million, or $6.06 per diluted share, in the second quarter of 2022. Net earnings were reduced by $160 million, or $1.01 per diluted share, as a result of lower net FAS/CAS pension income. “Strong global demand for our products, increased supply chain deliveries and our continued success in hiring and retaining talent drove second quarter growth of nine percent,” said Kathy Warden, chair, chief executive officer and president. “With backlog more than double annual sales and a robust U.S. and international outlook for our programs, we have increased our full year s”

NORTHROP GRUMMAN CORP /DE/: Amended bylaws to reflect reduced ownership threshold for special meetings and to update provisions for universal proxy rules, DGCL changes, and emerging practices.

“the Board of Directors considered and approved a corresponding amendment to the Company's Amended and Restated Bylaws to reflect this change in ownership threshold to call a special meeting, and also approved other limited amendments”

NORTHROP GRUMMAN CORP /DE/: Reduced ownership threshold to call a special meeting from 25% to 15%, effective upon filing with Delaware Secretary of State.

“the Board of Directors of Northrop Grumman Corporation (the "Company") approved amendments to the Company's Amended and Restated Certificate of Incorporation reducing the ownership threshold required to call a special meeting from 25% to 15%”

NORTHROP GRUMMAN CORP /DE/ shareholders rejected Shareholder proposal for independent board chair at the 2023-05-17 meeting.

“Proposal 7 The shareholders did not approve the shareholder proposal to provide for an independent board chair. For Against Abstain Broker Non-Vote 47,215,801 73,510,658 966,955 13,719,402”

NORTHROP GRUMMAN CORP /DE/ shareholders rejected Shareholder proposal on political activities and human rights policy at the 2023-05-17 meeting.

“Proposal 6 The shareholders did not approve the shareholder proposal annually to conduct an evaluation and issue a report describing alignment/misalignment of the Company's political activities with its human rights policy. For Against Abstain Broker Non-Vote 24,027,963 95,937,437 1,728,014 13,719,402”

NORTHROP GRUMMAN CORP /DE/ shareholders approved Reduce threshold required to call a special meeting of shareholders at the 2023-05-17 meeting.

“Proposal 5 The shareholders approved management's proposal to reduce the threshold required to call a special meeting of shareholders, with a vote of: For Against Abstain Broker Non-Vote 119,424,417 1,645,476 623,521 13,719,402”

NORTHROP GRUMMAN CORP /DE/ shareholders approved Ratification of Deloitte & Touche LLP as independent auditor at the 2023-05-17 meeting.

“Proposal 4 The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2023 with a vote of 130,654,947 shares for, 4,365,481 shares against and 392,388 abstentions.”

NORTHROP GRUMMAN CORP /DE/ shareholders approved Advisory vote on frequency of future say-on-pay votes at the 2023-05-17 meeting.

“Proposal 3 The shareholders approved, on an advisory basis, a preferred frequency of one year for future votes on the compensation of the Company's named executive officers, with a vote of: 1 Year 2 Years 3 Years Abstain Broker Non-Vote 119,067,507 751,366 1,501,524 373,017 13,719,402”

NORTHROP GRUMMAN CORP /DE/ shareholders approved Advisory vote on compensation of named executive officers at the 2023-05-17 meeting.

“Proposal 2 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 116,744,897 4,033,337 915,180 13,719,402”

NORTHROP GRUMMAN CORP /DE/ shareholders approved Election of thirteen directors at the 2023-05-17 meeting.

“Proposal 1 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. Director For Against Abstain Broker Non-Vote Kathy J. Warden 117,525,861 3,725,950 441,603 13,719,402 David P. Abney 116,160,160 4,903,608 629,646 13,719,402 Marianne C. Brown 118,866,294 2,161,055 666,065 13,719,402 Ann M. Fudge 119,079,173 2,048,282 565,959 13,719,402 Madeleine A. Kleiner 117,683,050 3,348,122 662,242 13,719,402 Arvind Krishna 119,694,027 1,319,272 680,115 13,719,402 Graham N. Robinson 119,307,374 1,711,411 674,629 13,719,402 Kimberly A. Ross 119,362,977 1,622,368 708,069 13,719,402 Gary Roughead 118,637,201 2,462,328 593,885 13,719,402 Thomas M. Schoewe 118,420,596 2,666,174 606,644 13,719,402 James S. Turley 108,319,220 12,717,816 656,282 13,719,402 Mark A. Welsh III 1”

NORTHROP GRUMMAN CORP /DE/ reported the quarter ended March 31, 2023 results: revenue $9.3 billion, net income $842 million, EPS $5.50 per diluted share. Guidance reaffirmed.

“Northrop Grumman Corporation (NYSE: NOC) reported first quarter 2023 sales increased 6 percent to $9.3 billion”

Mary A. Winston was elected as Director at NORTHROP GRUMMAN CORP /DE/.

“On March 15, 2023, the Board of Directors of Northrop Grumman Corporation (the "Company") elected Kimberly A. Ross and Mary A. Winston to the Board of Directors effective March 15, 2023.”

Kimberly A. Ross was elected as Director at NORTHROP GRUMMAN CORP /DE/.

“On March 15, 2023, the Board of Directors of Northrop Grumman Corporation (the "Company") elected Kimberly A. Ross and Mary A. Winston to the Board of Directors effective March 15, 2023.”

Karl J. Krapek departed as Director at NORTHROP GRUMMAN CORP /DE/.

“On February 15, 2023, Karl J. Krapek notified the Board of Directors of the Company of his decision not to seek re-election at the 2023 Annual Meeting of Shareholders.”

NORTHROP GRUMMAN CORP /DE/ incurred senior notes of $1,000,000,000 in aggregate principal amount with The Bank of New York Mellon at 4.950% maturing March 15, 2053.

“and $1,000,000,000 in aggregate principal amount of 4.950% senior notes due 2053 (the “2053 Notes””

NORTHROP GRUMMAN CORP /DE/ incurred senior notes of $1,000,000,000 in aggregate principal amount with The Bank of New York Mellon at 4.700% maturing March 15, 2033.

“On February 8, 2023, Northrop Grumman Corporation (the “Company”) issued $1,000,000,000 in aggregate principal amount of 4.700% senior notes due 2033 (the “2033 Notes”)”

NORTHROP GRUMMAN CORP /DE/ entered into Eleventh Supplemental Indenture with The Bank of New York Mellon valued at $1,000,000,000 in aggregate principal amount of 4.700% senior notes due 2033 and $1,000,000,000 in a (effective 2023-02-08).

“the eleventh supplemental indenture, dated as of February 8, 2023 (the “Eleventh Supplemental Indenture”) by and between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, as trustee”

NORTHROP GRUMMAN CORP /DE/ entered into Underwriting Agreement with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC (effective 2023-02-06).

“On February 8, 2023, Northrop Grumman Corporation (the “Company”) issued $1,000,000,000 in aggregate principal amount of 4.700% senior notes due 2033 (the “2033 Notes”) and $1,000,000,000 in aggregate principal amount of 4.950% senior notes due 2053 (the “2053 Notes” and, together with the 2033 Notes, the “Notes”).”

NORTHROP GRUMMAN CORP /DE/ updated its quarter and year ended December 31, 2022 guidance (raised).

“On January 26, 2023 , Northrop Grumman Corporation issued an earnings release announcing its financial results for the quarter and year ended December 31, 2022, under the heading “Northrop Grumman Reports Fourth Quarter and Full-Year 2022 Financial Results.” The earnings release is furnished as Exhibit 99.”

Arvind Krishna was elected as Director at NORTHROP GRUMMAN CORP /DE/.

“On November 16, 2022, the Board of Directors of Northrop Grumman Corporation (the “Company”) elected Arvind Krishna to the Board of Directors effective November 16, 2022.”

NORTHROP GRUMMAN CORP /DE/ reported FY 2022 results: revenue approximately $36.2 — $36.6 billion, EPS $24.50 — $25.10. Guidance reaffirmed.

“The company expects 2022 sales and diluted earnings per share near the low end of our guidance ranges of approximately $36.2 — $36.6 billion and $24.50 — $25.10, respectively. We continue to expect transaction-adjusted free cash flow 1 of $1.5 — $1.8 billion based on current tax law, which requires the amortization of current year research and development expenditures over five years.”

Roshan S. Roeder was elected as Corporate Vice President and President, Defense Systems sector at NORTHROP GRUMMAN CORP /DE/.

“the Board of Directors elected Roshan S. Roeder, currently Vice President and General Manager, Airborne Multifunction Sensors Division in the Mission Systems sector, to serve as the Corporate Vice President and President, Defense Systems sector effective October 17, 2022.”

Mary Petryszyn departed as Corporate Vice President and President, Defense Systems sector at NORTHROP GRUMMAN CORP /DE/.

“Mary Petryszyn, Corporate Vice President and President, Defense Systems sector, will retire from the Company effective January 13, 2023.”

Thomas L. Wilson Jr. was elected as Corporate Vice President and President, Space Systems at NORTHROP GRUMMAN CORP /DE/.

“the Board of Directors elected Thomas L. Wilson, Jr., currently Vice President and General Manager, Strategic Space Systems division, to serve as the Corporate Vice President and President, Space Systems effective January 1, 2022.”