UNITED STATES

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

Date of Report (date of earliest event reported)

May 17, 2011

NORTHROP GRUMMAN CORPORATION

(Exact name of registrant as specified in its charter)

(310) 553-6262

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:

(e) Compensatory Arrangements of Certain Officers

On May 18, 2011, Northrop Grumman Corporation (the Company) held its annual meeting of shareholders at which the shareholders approved the Company’s 2011 Long Term Incentive Stock Plan (“2011 LTISP”), which was effective upon shareholder approval. The 2011 LTISP is described under Proposal 3 and filed as Exhibit A in the Company’s Definitive Proxy Statement on Schedule 14A for the 2011 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on April 8, 2011. The description of the 2011 LTISP is incorporated into this Item 5.02 by reference.

On May 17, 2011, the Compensation Committee of the Board of Directors of the Company took the following actions:

On May 18, 2011, the Board of Directors of the Company approved an amendment to its Restated Bylaws to replace the name “New P, Inc.” with the name “Northrop Grumman Corporation” in the title and in Article 1, Section 1.01, of the Restated Bylaws, effective March 30, 2011. A copy of the Restated Bylaws, as amended, is filed as Exhibit 3.1 to this Report.

At the Company’s Annual Meeting of Shareholders held on May 18, 2011, shareholders considered and approved Management’s five proposals, each of which is described in more detail in the Proxy Statement.

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

Management’s Proposals

Proposal 1

The shareholders elected the following eleven directors to hold office until the 2012 Annual Meeting of Shareholders: Wesley G. Bush, Lewis W. Coleman, Victor H. Fazio, Donald E. Felsinger, Stephen E. Frank, Bruce S. Gordon, Madeleine A. Kleiner, Karl J. Krapek, Richard B. Myers, Aulana L. Peters and Kevin W. Sharer.

Proposal 2

The appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year ending December 31, 2011 was ratified with a vote of 253,220,877 shares for, 4,041,087 shares against, and 661,424 abstentions.

Proposal 3

Approval of the Company’s 2011 Long Term Incentive Plan:

Proposal 4

Advisory vote on the Compensation of the Company’s named executive officers:

Proposal 5

Advisory vote on the preferred frequency of future advisory votes on compensation of the Company’s named executive officers:

In addition, the Company has decided, consistent with the Board’s recommendation and the vote of shareholders, to submit a separate resolution on the compensation of executives to shareholders for an advisory vote annually in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives (which would be at the 2017 Annual Meeting of Shareholders unless presented earlier).

Shareholder Proposals

Proposal 6

Shareholder proposal regarding cumulative voting:

Proposal 7

Stockholder proposal regarding additional disclosure of political contributions:

Proposal 8

Shareholder proposal regarding shareholder action by written consent:

The Chairman of the Board of Directors noted that the Board of Directors will carefully consider the inputs of the shareholders.

(d) Exhibits

Exhibit 3.1    Restated Bylaws of Northrop Grumman Corporation, as amended March 30, 2011

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.