(State or Other Jurisdiction of
(Commission File Number)
Incorporation or Organization)
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Approved the 2018 goals under the Incentive Compensation Plans (the "ICP"). The financial metrics selected for inclusion in the ICP (and their relative weightings) are as follows: pension-adjusted operating margin rate (1/3); cash flow from operations before discretionary pension funding (1/3); and pension-adjusted net income growth (1/3).
Awarded Restricted Performance Stock Rights ("RPSR") for the performance period 2018-2020 and approved the metrics for such RPSR awards (and their relative weightings), which will be measured in terms of relative total shareholder return (50%) and cumulative free cash flow before pension funding (50%). These metrics are the same as the metrics selected for 2017. The Board of Directors also approved the award of Restricted Stock Rights ("RSR") that will vest on February 13, 2021. Of the awards granted, 70% were comprised of RPSRs and 30% were comprised of RSRs. Similar to prior years, the Compensation Committee did not award any stock options. There is no material change from 2017 in the terms of the 2018 RPSR and RSR awards for the named executive officers.
NORTHROP GRUMMAN CORPORATION
/s/ Jennifer C. McGarey
Jennifer C. McGarey
Corporate Vice President and Secretary