UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
September 18, 2013
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NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
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| DELAWARE | 1-16411 | No. 80-0640649 | ||
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
| Incorporation or Organization) | Identification Number) | |||
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)) |
TABLE OF CONTENTS
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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.
(d) Election of New Director
On September 18, 2013, the Board of Directors of Northrop Grumman Corporation (the “Company”) elected William H. Hernandez to the Board of Directors effective September 19, 2013. Mr. Hernandez most recently served as Senior Vice President, Finance and Chief Financial Officer of PPG Industries, Inc. from 1995 until his retirement in 2009.
The Board of Directors appointed Mr. Hernandez to the Audit Committee and determined that Mr. Hernandez satisfies the SEC's definition of “audit committee financial expert.” Mr. Hernandez was also appointed to the Policy Committee.
Mr. Hernandez is entitled to receive an annual cash retainer of $115,000 per year as well as an additional $10,000 retainer for serving on the Audit Committee. In addition, Mr. Hernandez will receive an annual equity grant of $130,000 in deferred stock units to be paid out at the conclusion of his board service, or earlier, as specified by Mr. Hernandez, if he has five or more years of service. Mr. Hernandez's retainer fees and equity grant will be prorated for 2013.
On September 18, 2013, the Board of Directors also approved an increase in the size of the Board from 12 members to 13 members.
A copy of the Company's press release announcing the election of Mr. Hernandez is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| Exhibit 99.1 | Press Release (“Northrop Grumman Elects William H. Hernandez to Its Board of Directors”), dated September 20, 2013. | |
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SIGNATURE
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) | ||
| By: | /s/ Jennifer C. McGarey | |
Jennifer C. McGarey Corporate Vice President and Secretary | ||
Date: September 20, 2013
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EXHIBIT INDEX
| Exhibit No. | Description | |
| Exhibit 99.1 | Press Release (“Northrop Grumman Elects William H. Hernandez to Its Board of Directors”), dated September 20, 2013. | |
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