UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): 12/17/2008
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number: 1-16411
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Delaware
(State or other jurisdiction of
incorporation) | | 95-4840775
(IRS Employer
Identification No.) |
1840 Century Park East, Los Angeles, CA 90067
(Address of principal executive offices, including zip code)
(310) 553-6262
(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:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02. | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) On December 17, 2008, the Compensation Committee of the Board of Directors of Northrop Grumman Corporation (the “Company”) adopted a policy that permits the recoupment (commonly referred to as a ‘clawback’ policy) of certain performance-based compensation, set forth by the following design elements:
| | • | | Applies to employees at the vice-president level and above |
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| | • | | Covers performance-based compensation and applies to both Annual Incentive Plan (AIP) awards and Long Term Incentive Stock Plan (LTISP) awards |
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| | • | | Compensation Committee has discretion to evaluate to what extent recoupment of performance-based compensation is appropriate based on specific facts and circumstances |
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| | • | | Is triggered by a financial restatement by the Company linked to misconduct, applicable to responsible party |
Signature(s)
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.
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| | NORTHROP GRUMMAN CORPORATION
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| Date: December 23, 2008 | By: | /s/ Stephen D. Yslas | |
| | | Stephen D. Yslas | |
| | | Corporate Vice President, Secretary and Deputy General Counsel | |
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