Form 8-K



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 ______________________________________________________________
FORM 8-K
 ______________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
May 15, 2012
 ______________________________________________________________
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
 ______________________________________________________________
 
 
 
 
 
Delaware
 
1-16411
 
80-0640469
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
2980 Fairview Park Drive, Falls Church, Virginia 22042
www.northropgrumman.com
(Address of principal executive offices and internet site)
(703) 280-2900
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 






Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As disclosed in our 2012 Proxy Statement, in March 2012, the Board of Directors of Northrop Grumman Corporation (the "Company") approved amendments to the Company's Certificate of Incorporation that provide shareholders certain additional rights to act by written consent, subject to shareholder approval. At the Company's Annual Meeting of Shareholders held on May 16, 2012 (the "2012 Annual Meeting"), shareholders considered and approved these amendments. The Amended and Restated Certificate of Incorporation will be effective upon filing with the Secretary of State of the State of Delaware. The Board of Directors also approved amendments to the Company's Amended and Restated Bylaws relating to written consent. These amendments set forth the process for implementing the approved amendments to our Certificate of Incorporation.
On May 15, 2012, the Board of Directors also approved various other amendments to the Company's Amended and Restated Bylaws to update the address of the Company's principal executive office, clarify that the Board of Directors has the power to delegate compensation-related decisions to a committee of the Board of Directors or to management, update certain provisions relating to indemnification, and make certain other changes.
The Amended and Restated Bylaws will be effective upon the filing of the Amended and Restated Certificate of Incorporation.
Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibit 3.1 and Exhibit 3.2 to this Report, respectively.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the 2012 Annual Meeting, shareholders considered and approved Management’s five proposals, each of which is described in more detail in the Company's Proxy Statement filed on April 6, 2012.
The results detailed below represent the final voting results as certified by the Inspector of Election:
Management’s Proposals
Proposal 1
The shareholders elected the following thirteen directors to hold office until the 2013 Annual Meeting of Shareholders: Wesley G. Bush, Lewis W. Coleman, 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.
Director
 
For
 
Against
 
Abstain
 
Broker Non-Vote
Wesley G. Bush
 
195,164,180

 
5,005,460

 
690,126

 
20,672,705

Lewis W. Coleman
 
170,731,208

 
28,982,195

 
1,146,363

 
20,672,705

Victor H. Fazio
 
174,326,153

 
25,341,608

 
1,191,836

 
20,672,705

Donald E. Felsinger
 
173,117,480

 
26,529,801

 
1,212,484

 
20,672,705

Stephen E. Frank
 
173,991,769

 
25,655,048

 
1,212,949

 
20,672,705

Bruce S. Gordon
 
172,119,784

 
26,660,783

 
2,079,199

 
20,672,705

Madeleine A. Kleiner
 
194,800,715

 
3,994,570

 
2,064,481

 
20,672,705

Karl J. Krapek
 
173,712,259

 
26,088,195

 
1,059,312

 
20,672,705

Richard B. Myers
 
170,222,710

 
29,569,106

 
1,067,950

 
20,672,705

Aulana L. Peters
 
171,099,875

 
27,686,318

 
2,073,487

 
20,672,705

Gary Roughead
 
197,952,820

 
1,795,913

 
1,111,032

 
20,672,705

Thomas M. Schoewe
 
197,870,051

 
1,851,463

 
1,138,252

 
20,672,705

Kevin W. Sharer
 
193,767,415

 
6,028,592

 
1,063,758

 
20,672,705

Proposal 2
A proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers:
For
 
Against
 
Abstain
 
Broker Non-Vote
141,981,915

 
57,757,990

 
1,119,861

 
20,672,705


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Proposal 3
The appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year ending December 31, 2012 was ratified with a vote of 217,459,846 shares for, 3,344,423 shares against, and 728,202 abstentions.
Proposal 4

Amendment to the Certificate of Incorporation of Titan II, Inc. (now a wholly-owned subsidiary of Huntington Ingalls, Inc.), to eliminate the provision requiring our shareholders to approve certain actions by or involving Titan II, Inc.:

For
 
Against
 
Abstain
 
Broker Non-Vote
197,956,534

 
2,048,289

 
854,942

 
20,672,705

Proposal 5
Amendment and restatement of the Company's Certificate of Incorporation to provide additional rights for holders of the Company's common stock to act by written consent subject to various provisions:
For
 
Against
 
Abstain
 
Broker Non-Vote
198,330,007

 
1,740,879

 
788,880

 
20,672,705

Shareholder Proposal
Proposal 6
Shareholder proposal regarding Independent Board Chair:
For
 
Against
 
Abstain
 
Broker Non-Vote
85,953,472

 
113,608,469

 
1,296,540

 
20,673,989


Item 8.01.
Other Events.
Clarification of Second Quarter Dividend Record Date
On May 16, 2012, the Company issued a press release indicating that its Board of Directors had declared a quarterly dividend of $0.55 per share, payable on June 13, 2012, to shareholders of record as of May 28, 2012. Because May 28, 2012 is an NYSE-observed holiday, the shareholders of record as of May 28, 2012 will be those shareholders holding Company stock as of the close of business on Friday, May 25, 2012.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit 3.1    Amended and Restated Certificate of Incorporation of Northrop Grumman Corporation, as amended May 17, 2012    
Exhibit 3.2    Amended and Restated Bylaws of Northrop Grumman Corporation, as amended May 17, 2012


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
NORTHROP GRUMMAN CORPORATION (Registrant)

 
 
 
 
May 17, 2012
(Date)
 
 
 
By:
 
/s/ Jennifer C. McGarey
 
 
 
 
 
 
(Signature)
 
 
 
 
 
 
Jennifer C. McGarey
Corporate Vice President and Secretary


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INDEX TO EXHIBITS
 
Exhibit Number
  
Description
 
 
 
 
3.1
  
Amended and Restated Certificate of Incorporation of Northrop Grumman Corporation, as amended May 17, 2012
 
 
 
3.2
  
Amended and Restated Bylaws of Northrop Grumman Corporation, as amended May 17, 2012


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