[8-K] NORTHROP GRUMMAN CORP /DE/ Reports Material Event

Rhea-AI Filing Summary

Northrop Grumman Corporation reported the final voting results from its 2026 Annual Meeting of Shareholders. Shareholders elected eleven directors to the board, including Chair and CEO Kathy J. Warden and ten other nominees, each receiving a substantial majority of votes cast in favor.

On an advisory basis, shareholders approved the compensation of the company’s named executive officers, with 107,398,463 votes for, 5,220,362 against and 851,475 abstentions. Shareholders also ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026, with 121,265,768 votes for, 5,116,361 against and 373,605 abstentions.

A shareholder proposal to require an independent board chair did not pass, receiving 23,610,695 votes for and 88,773,053 against, with 1,086,552 abstentions. The board stated it will carefully consider shareholder input and feedback received through engagement.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes for: 107,398,463 votes Say-on-pay votes against: 5,220,362 votes Auditor ratification votes for: 121,265,768 votes +5 more

8 metrics

Say-on-pay votes for 107,398,463 votes Advisory approval of executive compensation

Say-on-pay votes against 5,220,362 votes Advisory approval of executive compensation

Auditor ratification votes for 121,265,768 votes Ratification of Deloitte & Touche LLP for 2026

Auditor ratification votes against 5,116,361 votes Ratification of Deloitte & Touche LLP for 2026

Independent chair proposal for 23,610,695 votes Shareholder proposal for independent board chair

Independent chair proposal against 88,773,053 votes Shareholder proposal for independent board chair

Example director votes for 109,954,609 votes Election of director Kathy J. Warden

Broker non-votes per proposal 13,285,434 votes Broker non-votes on non-routine proposals

Key Terms

broker non-vote, independent board chair, independent auditor, advisory basis, +1 more

5 terms

broker non-vote financial

"Broker Non-Vote Kathy J. Warden | 109,954,609 | 3,255,297 | 260,394 | 13,285,434"

independent board chair financial

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

independent auditor financial

"The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2026"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

advisory basis financial

"The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers"

named executive officers financial

"The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

falseNORTHROP GRUMMAN CORP /DE/000113342100011334212026-05-202026-05-20

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)
May 20, 2026

NORTHROP GRUMMAN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-16411

80-0640649

(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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			NOC			New 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 5.07. Submission of Matters to a Vote of Security Holders.

At the Northrop Grumman Corporation (the "Company") 2026 Annual Meeting of Shareholders held on May 20, 2026 (the "2026 Annual Meeting"), shareholders considered and approved the three proposals that management presented, each of which is described in more detail in the 2026 Proxy Statement filed with the Securities and Exchange Commission on April 3, 2026.

The results detailed below for the proposals presented at the 2026 Annual Meeting represent the final voting results as certified by the Inspector of Election.

Management Proposals

Proposal 1

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.

Director						For						Against						Abstain						Broker Non-Vote
Kathy J. Warden						109,954,609						3,255,297						260,394						13,285,434
David P. Abney						110,596,071						2,390,699						483,530						13,285,434
Marianne C. Brown						106,283,552						6,679,052						507,696						13,285,434
Christopher W. Grady						112,196,690						817,467						456,143						13,285,434
Arvind Krishna						111,266,680						1,715,680						487,940						13,285,434
Kimberly A. Ross						111,545,318						1,422,255						502,727						13,285,434
Gary Roughead						110,346,794						2,648,764						474,742						13,285,434
Thomas M. Schoewe						109,394,902						3,572,207						503,191						13,285,434
James S. Turley						103,275,902						9,690,919						503,479						13,285,434
Mark A. Welsh III						111,863,189						1,127,398						479,713						13,285,434
Mary A. Winston						111,083,563						1,903,984						482,753						13,285,434

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

Proposal 3

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.

Shareholder Proposal

Proposal 4

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

For						Against						Abstain						Broker Non-Vote
23,610,695						88,773,053						1,086,552						13,285,434

The Board of Directors will carefully consider the shareholders' input on these proposals and feedback received in the course of shareholder engagement.

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: May 21, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB