NORTHROP GRUMMAN CORPORATION (NYSE:NOC) Files An 8-K Submission of Matters to a Vote of Security Holders

NORTHROP GRUMMAN CORPORATION (NYSE:NOC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders

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

At the 2018 Annual Meeting held on May 16, 2018, shareholders considered and approved the three proposals that management presented, each of which is described in more detail in the Company's Proxy Statement filed on March 30, 2018. Shareholders did not approve the shareholder proposal to modify the ownership threshold for shareholders to call a special meeting.

The results detailed below represent the final voting results as certified by the Inspectors of Election:

Management's Proposals

Proposal 1

The shareholders elected the following twelve directors to hold office until the 2019 Annual Meeting of Shareholders: Wesley G. Bush, Marianne C. Brown, Donald E. Felsinger, Ann M. Fudge, Bruce S. Gordon, William H. Hernandez, Madeleine A. Kleiner, Karl J. Krapek, Gary Roughead, Thomas M. Schoewe, James S. Turley and Mark A. Welsh III.

Director

For

Against

Abstain

Broker Non-Vote

Wesley G. Bush

134,433,975

2,691,237

761,552

19,708,500

Marianne C. Brown

135,840,118

1,217,256

829,390

19,708,500

Donald E. Felsinger

132,899,819

4,122,747

864,198

19,708,500

Ann M. Fudge

135,764,055

1,269,004

853,705

19,708,500

Bruce S. Gordon

131,304,366

5,748,487

833,911

19,708,500

William H. Hernandez

135,755,564

1,216,168

915,032

19,708,500

Madeleine A. Kleiner

133,940,284

1,829,240

2,117,240

19,708,500

Karl J. Krapek

134,546,449

2,486,432

853,883

19,708,500

Gary Roughead

135,848,514

1,274,885

763,365

19,708,500

Thomas M. Schoewe

135,594,340

1,458,699

833,725

19,708,500

James S. Turley

135,024,085

1,997,101

865,578

19,708,500

Mark A. Welsh III

136,004,752

1,056,683

825,329

19,708,500

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

131,800,313

4,093,025

1,993,426

19,708,500

Proposal 3

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2018 with a vote of 153,146,600 shares for, 3,877,137 shares against and 571,527 abstentions.

Shareholder Proposal

Proposal 4

The shareholders did not approve the shareholder proposal to modify the ownership threshold for shareholders to call a special meeting, with a vote of:

For

Against

Abstain

Broker Non-Vote

52,063,966

84,121,822

1,700,155

19,708,500


About NORTHROP GRUMMAN CORPORATION (NYSE:NOC)

Northrop Grumman Corporation (Northrop Grumman) is a global security company. The Company provides systems, products and solutions in unmanned systems; cyber; command, control, communications and computers (C4), intelligence, surveillance, and reconnaissance (C4ISR); strike aircraft, and logistics and modernization to Government and commercial customers across the world. The Company operates through four segments: Aerospace Systems, Electronic Systems, Information Systems and Technical Services. It offers a portfolio of capabilities and technologies that enable it to deliver systems and solutions for applications. The Company participates in defense and government programs in the United States and abroad. The Company conducts business with the United States Government, the Department of Defense (DoD) and intelligence community. The Company also conducts business with local, state and foreign Governments, and domestic and international commercial customers.

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