NOC DEF 14A DEF-14A Report May 16, 2012 | Alphaminr
NORTHROP GRUMMAN CORP /DE/

NOC DEF 14A Report ended May 16, 2012

NORTHROP GRUMMAN CORP /DE/
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TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETINGPROPOSAL ONE: ELECTION OF DIRECTORSNominees for DirectorCORPORATE GOVERNANCERole of the Board and Director ResponsibilityBoard LeadershipBoards Role in Risk OversightDirector IndependenceDirector Nomination ProcessEffect of a Failure by an Incumbent Director to Receive the Required Vote for Re-ElectionBoard MembershipBoard Meetings and Executive SessionsEvaluation and Succession PlanningDeparture and Election of Directors in 2011 and 2012Communications with the Board of DirectorsAvailable InformationCommittees of the Board of DirectorsAttendance at Board of Directors and Committee Meetings and the Annual MeetingCOMPENSATION OF DIRECTORSDirector Compensation TableTRANSACTIONS WITH RELATED PERSONS AND CONTROL PERSONSRelated Person Transaction PolicyCertain Relationships and Related Person TransactionsCompensation Committee Interlocks and Insider ParticipationCertain Indemnification AgreementsSECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEVOTING SECURITIES AND PRINCIPAL HOLDERSStock Ownership of Certain Beneficial OwnersStock Ownership of Officers and DirectorsEQUITY COMPENSATION PLAN INFORMATIONCOMPENSATION COMMITTEE REPORTCOMPENSATION DISCUSSION AND ANALYSISPROPOSAL TWO: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERSPROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORAUDIT COMMITTEE REPORTPROPOSAL FOUR: APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF TITAN II, INC.PROPOSAL FIVE: APPROVAL OF AMENDMENT AND RESTATEMENT OF CERTIFICATE OF INCORPORATION TO PROVIDE ADDITIONAL RIGHTS FOR SHAREHOLDER ACTION BY WRITTEN CONSENTPROPOSAL SIX: SHAREHOLDER PROPOSALMISCELLANEOUSVoting on Other MattersProposals of Shareholders for the 2013 Annual MeetingShareholder Nominees for Director Election at the 2013 Annual MeetingHouseholding InformationCost of Soliciting ProxiesUse of Non-GAAP Financial MeasuresEXHIBIT A - RESTATED CERTIFICATE OF INCORPORATION OF NORTHROP GRUMMAN CORPORATION A-1EXHIBIT B - AMENDED AND RESTATED BYLAWS OF NORTHROP GRUMMAN CORPORATION B-1