Business Context and Reporting Period
This Form 8-K Current Report was filed by Northrop Grumman Corporation on August 17, 2011. The report discloses a corporate governance event: the election of a new director to the Board of Directors effective immediately.
Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figures disclosed relate to the compensation package for the newly elected director:
- Annual Cash Retainer: $115,000
- Audit Committee Retainer: $10,000
- Annual Equity Grant: $130,000 in deferred stock units
These amounts are prorated for 2011.
Material Changes
The material change reported is the addition of Thomas M. Schoewe to the Board of Directors. Mr. Schoewe, formerly the Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc. (2000–2010), was appointed to the Audit Committee and the Policy Committee. The Board determined that he satisfies the SEC's definition of an "audit committee financial expert."
Guidance, Outlook, and Risks
The filing contains no management guidance, outlook, risk factors, contingencies, or discussion of unusual items. The document is strictly limited to the announcement of the director election and the associated compensatory arrangements.
Key Facts for Investor Verification
- Thomas M. Schoewe was elected to the Board of Directors on August 17, 2011.
- Mr. Schoewe is designated as an audit committee financial expert.
- His total annual compensation package is valued at $255,000 (cash and equity), prorated for the remainder of 2011.
- Equity grants are paid in deferred stock units upon conclusion of service or after five years, at the director's election.