NORTHROP GRUMMAN CORPORATION (NASDAQ:NOC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 December 7, 2016, the Board of Directors of Northrop Grumman
Corporation (the Company) elected Mark A. Welsh III to the
Board of Directors effective December 8, 2016. General Welsh is
the Dean of the Bush School of Government and Public Service at
Texas AM University, a position he has held since August 2016.
Prior to his current position, General Welsh most recently
served as the Chief of Staff, U.S. Air Force from August 2012
until his retirement in July 2016, and Commander, U.S. Air
Forces in Europe; Commander, Air Component Command, Ramstein
Air Base, Germany; and Director, Joint Air Power Competency
Center, Ramstein Air Base, Germany from December 2010 to July
2012. He served on active duty in the U.S. Air Force for almost
40 years in various positions.

The Board of Directors appointed General Welsh to the Audit
Committee and the Policy Committee.

General Welsh is entitled to receive an annual cash retainer of
$122,500 per year as well as an additional $10,000 retainer for
serving on the Audit Committee. In addition, General Welsh will
receive an annual equity grant of $145,000 in deferred stock
units to be paid out at the conclusion of his board service, or
earlier, as specified by General Welsh. General Welshs retainer
fees and equity grant will be prorated for 2016.

On December 7, 2016, the Board of Directors also approved an
increase in the size of the Board from 13 members to 14
members.

A copy of the Companys press release announcing the election of
General Welsh is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits