NORTHROP GRUMMAN CORP /DE/ 8-K

What Happened
Northrop Grumman Corporation (NOC) filed an 8‑K on May 21, 2026 reporting final voting results from its May 20, 2026 Annual Meeting of Shareholders. Shareholders elected 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; Mary A. Winston). The advisory vote on executive compensation ("say‑on‑pay") was approved, and shareholders ratified Deloitte & Touche LLP as Northrop Grumman’s independent auditor for fiscal 2026. A shareholder proposal to require an independent board chair was not approved.

Key Details

• Annual Meeting date: May 20, 2026; Form 8‑K filed May 21, 2026.
• Directors elected (votes reported per director in the filing): 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; Mary A. Winston. (All were elected; detailed vote counts are in the filing.)
• Say‑on‑pay (Proposal 2): For 107,398,463; Against 5,220,362; Abstain 851,475; Broker Non‑Vote 13,285,434.
• Auditor ratification (Proposal 3): For 121,265,768; Against 5,116,361; Abstain 373,605.
• Shareholder proposal for an independent board chair (Proposal 4): For 23,610,695; Against 88,773,053; Abstain 1,086,552.

Why It Matters
These votes confirm the board and governance positions presented by management for 2026—maintaining current board composition, endorsing executive pay practices (on an advisory basis), and keeping Deloitte as auditor. The rejection of the independent‑chair proposal indicates shareholders did not support that governance change at this meeting. For investors, the results signal continuity in governance and oversight, and provide a clear record of shareholder sentiment on compensation and board leadership.