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DELAWARE
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1-16411
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No. 80-0640649
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(State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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Incorporation or Organization)
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Identification Number)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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•
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Approved the 2017 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 conversion before discretionary pension funding (1/3); and pension-adjusted net income growth (1/3).
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Awarded Restricted Performance Stock Rights (“RPSR”) for the performance period 2017-2019 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%). The Board of Directors also approved the award of Restricted Stock Rights (“RSR”) that will vest on February 17, 2020. 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 2016 in the terms of the 2017 RPSR and RSR awards for the named executive officers.
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NORTHROP GRUMMAN CORPORATION
(Registrant)
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By:
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/s/ Jennifer C. McGarey
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Jennifer C. McGarey
Corporate Vice President and Secretary
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