falseNORTHROP GRUMMAN CORP /DE/000113342100011334212025-02-172025-02-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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)
February 17, 2025
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware1-1641180-0640649
(State or Other Jurisdiction
of Incorporation or Organization)
 
(Commission File Number)
 
(IRS Employer
Identification Number)

2980 Fairview Park Drive, Falls Church, VA 22042
(Address of principal executive offices)(Zip Code)

(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockNOCNew York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On February 18, 2025, the Compensation and Human Capital Committee and the Board of Directors (the "Board") of Northrop Grumman Corporation (the "Company") approved the following compensation-related actions for the Company's named executive officers.

•Approved the 2025 goals under the 2006 Annual Incentive Plan and Incentive Compensation Plan, as amended and restated effective January 1, 2024 (the "ICP"). The financial metrics selected for inclusion in the ICP (and their relative weightings) are as follows: cash flow from operations before discretionary pension funding (35%); segment operating income growth (35%); adjusted operating margin rate* (20%); and non-financial metrics (10%). The non-financial metrics in the ICP are: (1) Inclusion and Belonging, (2) Environmental Sustainability, (3) Quality and (4) Customer Satisfaction.

•Awarded Restricted Performance Stock Rights ("RPSR") for the performance period 2025-2027 and approved the metrics for such RPSR awards (and their relative weightings), which will be measured in terms of cumulative free cash flow (1/3); return on invested capital (1/3); and relative total shareholder return (1/3). Awarded Restricted Stock Rights ("RSR") that will vest on February 18, 2028. Similar to prior years, the Compensation and Human Capital Committee did not award any stock options. There are no material changes from 2024 in the terms of the 2025 RPSR and RSR awards for the named executive officers.
________________
* Adjusted for net pension, purchased intangible amortization, certain other acquisition and divestiture-related items, unforeseen macroeconomic pressures and plan overlays.

On February 18, 2025, the Board approved amendments to the Severance Plan for Elected and Appointed Officers of Northrop Grumman Corporation, which included a reduction in the severance timeframe from 18 months to 12 months for most executive officers (including named executive officers), other than the Chief Executive Officer, and changes to an officer's pro-rated bonus to provide the Company with discretion to determine the applicable individual performance factor for such officer.

(b) On February 17, 2025, Graham Robinson notified the Board of his decision not to seek re-election at the 2025 Annual Meeting of Shareholders. He will remain on the Board until the day of the Annual Meeting.





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
     (Signature)
Jennifer C. McGarey
Corporate Vice President and Secretary

Date: February 19, 2025

v3.25.0.1
Document and Entity Information Document
Feb. 17, 2025
Document and Entity Information [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 17, 2025
Entity Registrant Name NORTHROP GRUMMAN CORP /DE/
Entity Central Index Key 0001133421
Entity Incorporation, State or Country Code DE
Entity File Number 1-16411
Entity Tax Identification Number 80-0640649
Entity Address, Address Line 1 2980 Fairview Park Drive
Entity Address, City or Town Falls Church
Entity Address, State or Province VA
Entity Address, Postal ZIP Code 22042
City Area Code 703
Local Phone Number 280-2900
Written Communications false
Soliciting Material false
Pre-Commencement Tender Offer false
Pre-Commencement Issuer Tender Offer false
Security 12(b) Title Common Stock
Trading Symbol NOC
Security Exchange Name NYSE
Entity Emerging Growth Company false
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