Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - NORTHROP GRUMMAN CORP /DE/ | v58998exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
March 14, 2011
March 14, 2011
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE | 1-16411 | 95-4840775 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 1840 Century Park East, Los Angeles, CA | 90067 | |
| (Address of principal executive offices) | (Zip Code) |
(310) 553-6262
Registrant’s telephone number, including area code
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Table of Contents
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Certain Directors; Appointment of Certain Directors
In connection with the planned spin-off (the “Spin-Off”) of Huntington Ingalls Industries, Inc.
(“HII”) from Northrop Grumman Corporation (the “Company”), Wesley G. Bush, Lewis W. Coleman, Victor
H. Fazio, Donald E. Felsinger, Stephen E. Frank, Bruce S. Gordon, Madeleine Kleiner, Karl J.
Krapek, Richard B. Myers, Aulana L. Peters and Kevin W. Sharer (the “Directors”) will become
members of the Board of Directors of New P, Inc. (to be renamed Northrop Grumman Corporation), a
Delaware corporation (“New NGC”) that is currently a wholly owned subsidiary of the Company and
that will replace the Company as the publicly held holding company in a corporate reorganization of
the Company preceding the Spin-Off (the “Holding Company Reorganization”). Accordingly, on March
14, 2011, each of the Directors informed the Company that he or she will resign as a member of the
Board of Directors (the “Board”) of the Company effective upon completion of the Holding Company
Reorganization.
In connection with the Spin-Off, on March 14, 2011, Thomas B. Fargo informed the Company that he
will resign as a member of the Board of the Company, in order to serve on the Board of Directors of
HII, a wholly owned subsidiary of the Company, following the spin-off of HII from the Company. Mr.
Fargo’s resignation will become effective upon his appointment to the Board of Directors of HII,
which is expected to occur on March 21, 2011 and will in any event occur prior to the Holding
Company Reorganization.
ITEM 8.01 Other Events
On March 15, 2011, the Company announced the timing and details regarding the Spin-Off. The common
stock of HII will be distributed, on a pro rata basis, at 12:01 a.m., Eastern time, on March 31,
2011 (the “Distribution Date”) to Northrop Grumman stockholders of record as of the close of
business on the New York Stock Exchange on March 30, 2011 (the “Record Date”). On the Distribution
Date, each of the stockholders will receive a dividend of one share of HII Common Stock for every
six shares of Northrop Grumman common stock that he, she or it holds on the Record Date.
A copy of the press release is included as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
99.1
|
Press Release, issued March 15, 2011, by Northrop Grumman Corporation |
2
Table of Contents
SIGNATURES
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 |
||||
| March 15, 2011 | By: | /s/ Jennifer C. McGarey | ||
| (Date) | (Signature) | |||
| Jennifer C. McGarey Corporate Vice President and Secretary |
||||
3