SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 15, 2009
(Exact name of registrant as specified in charter)
|(State or other jurisdiction
||(Commission File Number)
||(IRS Employer Identification No.)
1840 Century Park East, Los Angeles, CA 90067
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code
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
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
||Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2009, Ronald D. Sugar, Chief Executive Officer and Chairman of the Board of
Northrop Grumman Corporation (the Company), notified the Board of Directors (the
Board) of his intention to retire from the Company on June 30, 2010, and resign from his
positions as Chairman of the Board and Chief Executive Officer and as a director of the Company on
December 31, 2009. On January 1, 2010, Dr. Sugar will assume the title Chairman Emeritus of the
Company. Dr. Sugar will remain as an employee of the Company and assist with transitional issues
in an officer role until June 30, 2010.
From now through the end of Dr. Sugars employment with the Company on June 30, 2010, the
Company will continue to pay Dr. Sugar a regular salary at his current base salary rate, he will be
eligible for a bonus with respect to 2009 in accordance with the Companys 2002 Incentive
Compensation Plan and he will continue to participate in the normal benefits and perquisites
provided by the Company to corporate policy council officers. Dr. Sugar will not be eligible for a
bonus with respect to 2010 or any additional equity-based awards. Upon Dr. Sugars June 30, 2010
retirement, all of his stock options that are otherwise unvested will vest. Additionally, upon Dr.
Sugars June 30, 2010 retirement, or, if the Company terminates his employment earlier without
cause, he will be deemed to have retired for purposes of his then-outstanding equity awards to the
extent that the terms of such awards provide more favorable terms upon retirement (including early
retirement) than termination of employment rules that would otherwise apply. The treatment of Dr.
Sugars equity compensation awards upon termination without cause is consistent with the current
provisions of such awards. Dr. Sugar will continue to be provided with an office and secretarial and IT support through December 31,
2014. The Company will also continue to provide Dr. Sugar with a home
security system through December 31, 2010. Consistent with the Companys
retirement policy, there will be no severance paid to Dr. Sugar.
On September 16, 2009, the Board elected Wesley G. Bush, the Companys current President and
Chief Operating Officer, as Chief Executive Officer and President of the Company to succeed Dr.
Sugar, effective January 1, 2010. Upon succeeding as Chief Executive Officer, Mr. Bush will no
longer serve as Chief Operating Officer, but he will continue to perform the functions of that
office. The Board also elected Mr. Bush to the Board effective immediately.
Mr. Bush has been an officer of the Company since 2003 when he was appointed Space Technology
Sector President. In 2005, Mr. Bush was appointed Corporate Vice President and Chief Financial
Officer. Mr. Bush has been President since May 2006 and Chief Operating Officer since March 2007.
Prior to the Companys acquisition of TRW, Mr. Bush had served as President and Chief Executive
Officer for TRWs UK-based global Aeronautical Systems since 2001. Mr. Bush joined TRW in 1987 as a
systems engineer and held a series of increasingly responsible roles, including in 1999 when Mr.
Bush was named Vice President and General Manager of the Telecommunication Programs Division. Mr.
Bush holds a bachelors degree and a masters degree in electrical engineering from the
Massachusetts Institute of Technology. He also is a graduate of UCLAs Executive Management
||Regulation FD Disclosure.
The Company issued a press release on September 16, 2009 announcing the resignation of Dr. Sugar as Chief Executive
Officer and Chairman of the Board effective December 31, 2009, the election of Mr. Bush as Chief Executive Officer and
President effective January 1, 2010 and to the Board effective immediately and the election of
Lewis W. Coleman as non-executive Chairman of the Board effective January 1, 2010. A copy of the
press release is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01,
including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by
reference in any
filing under the Securities Act of 1933, or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
On September 16, 2009, the Board elected Lewis W. Coleman, a current member of the Companys
Board and the Lead Independent Director, as non-executive Chairman of the Board to succeed Dr.
Sugar, effective January 1, 2010. Upon succeeding as non-executive Chairman of the Board, Mr.
Coleman will continue to fulfill the duties and responsibilities of the Lead Independent Director.
Mr. Coleman has been the President of DreamWorks Animation since December 2005 and Chief
Financial Officer since March 2007. Previously he was the President of the Gordon and Betty Moore
Foundation from its founding in November 2000 to December 2004. Prior to that, Mr. Coleman was
employed by Banc of America Securities, formerly known as Montgomery Securities where he was a
Senior Managing Director from 1995 to 1998 and Chairman from 1998 to 2000. Before he joined
Montgomery Securities, Mr. Coleman spent ten years at the Bank of America and Bank of America
Corporation where he was successively the Senior Credit Officer in The World Banking Group, Head of
Global Capital Markets, Head of the World Banking Group, and Vice Chairman of the Board and Chief
Financial Officer. He spent the previous thirteen years at Wells Fargo Bank where his positions
included Head of International Banking, Chief Personnel Officer and Chairman of the Credit Policy
Committee. Mr. Coleman currently serves as a director of DreamWorks Animation. He also serves on
several private company and civic boards.
||Financial Statements and Exhibits.
||Retirement and Transition Letter with Dr. Ronald D. Sugar
||Press release dated September 16, 2009