NOC DEF 14A Report ended May 20, 2020

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1.	The election of the 12 nominees named in the accompanying Proxy Statement;

2.	A proposal to approve, on an advisory basis, the compensation of our Named Executive Officers;

3.	A proposal to ratify the appointment of Deloitte & Touche LLP as our Independent Auditor for the year ending December 31, 2020 ;

4.	A shareholder proposal that the Company assess and report on potential human rights impacts that could result from governments' use of our products and services, including in conflict-affected areas;

5.	A shareholder proposal to move to a 3% ownership threshold for shareholders to request action by written consent; and

6.	Any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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(1)	Age as of April 3, 2020 . = Chair = Member

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•	require high ethical standards in all aspects of our business;

•	require strict adherence to all applicable laws and regulations;

•	reflect our commitment to maintaining a culture that values and promotes diversity and inclusion;

•	reinforce our commitment to being a responsible corporate citizen;

•	reflect our commitment to our work environment and the global communities where we live, work and serve;

•	reflect our broad and deep commitment to sustainability;

•	require a focus on performance and the consistent production of quality results;

•	reflect our commitment to the safety of our people and products; and

•	call upon all employees to raise any questions or issues of concern (including on an anonymous basis).

•	oversee our long-term business strategies, operations and performance;

•	execute robust succession planning, including selecting the Chief Executive Officer, and electing officers of the Company;

•	oversee management of each of our major risks and the enterprise risk management processes overall, including audit functions;

•	oversee human capital strategy;

•	ensure a strong culture;

•	ensure an effective corporate governance practice;

•	elect directors to fill vacant positions between Annual Meetings;

•	review and approve executive compensation;

•	review and approve significant corporate actions;

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•	review and enhance Board performance;

•	oversee our ethics and compliance programs;

•	oversee our diversity and inclusion programs;

•	oversee effective management of cyber and other security risks;

•	oversee a strong focus on sustainability; and

•	provide advice to management.

•

The Audit and Risk Committee focuses on risks tied most directly to our financial performance, and those related to the environment, disasters and security, including cybersecurity. The Audit and Risk Committee is also responsible for assisting the Board in its oversight of enterprise risk management overall. The Audit and Risk Committee receives multiple regular reports, including (1) from the Chief Financial Officer and members of the Finance Department addressing our financial risk management processes, systems and internal controls, the nature of the material financial risks the Company faces and how the Company responds to and mitigates these risks; (2) from our General Counsel on legal and other compliance risks and how the Company is addressing and mitigating those risks; (3) from our Chief Compliance Officer on the Company's compliance program overall; (4) from the Vice President, Global Corporate Responsibility on complaints filed with the Company's OpenLine; and (5) from the Company's Vice President and Chief Information Security Officer, among others.

•	The Compensation Committee reviews at least annually a risk assessment of the Company's compensation programs and, together with its independent compensation consultant, evaluates the mix of at-risk compensation linked to stock appreciation. The Compensation Committee reviews the Company's diversity and inclusion program, and oversees management of its human capital risk.

•

The Policy Committee assists the Board in identifying and evaluating global security, political, budgetary and technological issues and trends that could impact the Company's business. The Policy Committee reviews the Company's external relations and receives regular reports from the Vice President, Global Corporate Responsibility on the Company’s ethics and corporate responsibility programs. The Policy Committee reviews and oversees the Company's commitment to environmental and social aspects of sustainability, including the Company's human rights policy.

•	The Governance Committee regularly reviews the Company's policies and practices on issues of corporate governance, and considers issues of succession and composition of the Board, recommending proposed changes to the full Board for approval. The Governance Committee oversees and reviews the Company's management of its governance related risks, including risks related to corporate culture.

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•	preside at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, and advise the Chairman and CEO on decisions reached and suggestions made;

•	advise the Chairman on and approve meeting agendas and information sent to the Board;

•	advise the Chairman on and approve the schedule of Board meetings, assuring there is sufficient time for discussion of all agenda items;

•	provide the Chairman with input as to the preparation of Board and committee meeting agendas, taking into account the requests of the other Board and committee members;

•	interview, along with the Chairman and the Chairman of the Governance Committee, Board candidates and make recommendations to the Governance Committee and the Board;

•	call meetings of the independent directors;

•	support and facilitate engagement between the Chairman and the independent directors; and

•	if requested by major shareholders, ensure that he or she is available for consultation and direct communication.

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has within the prior three years been a director, executive officer or trustee of a charitable organization that received annual contributions from the Company exceeding the greater of $1 million or 2% of the charitable organization's annual gross revenues, where the gifts were not normal matching charitable gifts, did not go through normal corporate charitable donation approval processes or were made "on behalf of" a director;

•

has, or has an immediate family member who has, within the prior three years been employed by, a partner in or otherwise affiliated with any law firm or investment bank in which the director's or the immediate family member's compensation was contingent on the services performed for the Company or in which the director or the immediate family member personally performed services for the Company and the annual fees paid by the Company during the preceding fiscal year exceeded the greater of $1 million or 2% of the gross annual revenues of such firm; or

•	has, or has an immediate family member who has, within the prior three years owned, either directly or indirectly as a partner, shareholder or officer of another company, more than 5% of the equity of an organization that has a material business relationship with (including significant purchasers of goods or services), or more than 5% ownership in, the Company.

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•	Ms. Brown's service as a member of the Board of Directors of VMWare;

•	Ms. Fudge's service as a trustee of the Brookings Institution;

•	Mr. Gordon's service as a member of the Executive Leadership Council;

•	Mr. Hernandez's service as a member of the Board of Directors of Albemarle Corporation;

•	Admiral Roughead's service as a trustee of Johns Hopkins University and a member of the Board of Managers of Johns Hopkins University Applied Physics Laboratory;

•	Mr. Schoewe's service as a member of the Board of Directors of General Motors;

•	Mr. Turley's service as a member of the Board of Directors of Citigroup and Emerson Electric; and

•	General Welsh's service as a member of the Board of Directors of the Air Force Association.

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•	the personal integrity and the professional reputation of the individual;

•	the education, professional background and particular skills and experience most beneficial to service on our Board;

•	how the nominee brings diversity, experience and skills valuable to the Company and Board at the time; and

•	whether a director candidate is willing to submit to and obtain a background check necessary for obtaining and retaining a top secret security clearance.

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•	the Board's effectiveness in evaluating and monitoring the Company's business plan, long-term strategy and risks;

•	whether strategic and critical issues are being addressed by the Board in a timely manner;

•	whether the Board’s expectations and concerns are openly communicated to and discussed with the Chief Executive Officer;

•	whether there is adequate contact between the Board and members of senior management;

•	whether the directors collectively operate effectively as a Board;

•	whether the individual directors have the appropriate mix of attributes and skills to fulfill their duties as directors of the Company;

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•	whether there are adequate opportunities to raise questions and comments on issues, both inside and outside of Board meetings;

•	whether the Board has focused adequately on succession planning; and

•	whether the Board is adequately responsive to shareholder communication.

•	understanding of the Company’s overall business and risk profile and its significant financial opportunities and plans;

•	engagement during meetings and other Board functions;

•	analysis of benefits and risks of courses of action considered by the Board; and

•	appropriate respect for the views of other Board members.

•	to evaluate the Chief Executive Officer annually based on a specific set of performance objectives;

•	to work with the Chief Executive Officer to support and ensure the development of potential succession candidates for the Chief Executive Officer and other leadership positions;

•	to discuss with the Chief Executive Officer annually an assessment of persons considered potential successors to various senior management positions; and

•	robustly to consider, plan for and ensure successful transitions of leadership.

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•	Dow Jones Sustainability North America Index for the fourth consecutive year;

•	an AA rating from MSCI for environmental, social and governance management and performance;

•	named as one of Corporate Responsibility Magazine's 100 Best Corporate Citizens;

•	one of DiversityInc's Top 50 Companies for Diversity for the tenth year in a row and number one for both veterans and people with disabilities;

•	received the highest ranking for the fifth year in a row on the Disability Equality Index and named a “Best Place to Work For Disability Inclusion;”

•	achieved a perfect score on the Corporate Equality Index and designated a “Best Place to Work for LGBTQ Equality;”

•	a leadership score of A- in CDP’s 2019 climate change program for the eighth consecutive year; and

•	a ranking by Indeed as one of the 50 Top-Rated Workplaces.

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(1)

Amounts reflect the annual cash retainer paid to each director, including any applicable annual committee and committee chair retainers and any applicable Lead Independent Director or Chairman retainer. As described above, a director may elect to defer all or a portion of his or her annual cash retainer into a deferred stock unit account. Amounts deferred as Elective Stock Units or deferred into alternative investment options are reflected in this column.

(2)

Amounts represent the target value of Automatic Stock Units awarded to each of our non-employee directors in 2019 under the 2011 Plan pursuant to the Amended Director Program. The amount reported for each director reflects the aggregate fair value of the Automatic Stock Units on the grant date, as determined under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 , Stock Compensation, excluding any assumed forfeitures. The grant date fair value assumes the value of dividend equivalents accrued directly on the awarded units. The aggregate number of Automatic Stock Units and Elective Stock Units held by each director as of December 31, 2019 is provided in the Deferred Stock Units table below.

(3)

Amounts reflect (i) the estimated dollar value of additional stock units credited to each non-employee director as a result of dividend equivalents earned, directly or indirectly, on reinvested dividend equivalents as such amounts are not assumed in the grant date fair value of the Automatic Stock Units shown in the "Stock Awards" column, and (ii) matching contributions made through our Matching Gifts Program for Education discussed above as follows: Ms. Brown, $10,000; Ms. Fudge, $10,000; Mr. Gordon, $10,000; Mr. Hernandez, $10,000; Ms. Kleiner, $5,000; Mr. Krapek, $10,000; and Mr. Turley, $10,000.

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•	any of our directors or executive officers;

•	any person who is known to be the beneficial owner of more than 5% of our common stock;

•	an immediate family member of any such persons; or

•	any firm, corporation, or other entity controlled by any such persons.

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(1)

This information was provided by State Street Corporation (State Street) in a Schedule 13G filed with the SEC on February 14, 2020. According to State Street, as of December 31, 2019 , State Street had shared voting power over 16,531,907 shares and shared dispositive power over 16,947,262 shares. This total includes 10,590,567 shares held as of December 31, 2019 in the Defined Contribution Plans Master Trust for the Northrop Grumman Savings Plan and the Northrop Grumman Financial Security and Savings Program, for which State Street Bank and Trust Company acts as trustee and State Street Global Advisors Trust Company acts as investment manager.

(2)	This information was provided by Capital International Investors (Capital International), a division of Capital Research and Management Company, in a Schedule 13G/A filed with the SEC on March 10, 2020. According to Capital International, as of February 28, 2020, Capital International had sole voting power over 16,618,821 shares and sole dispositive power over 16,795,547 shares.

(3)	This information was provided by The Vanguard Group (Vanguard) in a Schedule 13G/A filed with the SEC on February 12, 2020. According to Vanguard, as of December 31, 2019 , Vanguard had sole voting power over 237,465 shares, shared voting power over 40,919 shares, sole dispositive power over 13,015,840 shares and shared dispositive power over 267,576 shares.

(4)	This information was provided by BlackRock, Inc. (BlackRock) in a Schedule 13G/A filed with the SEC on February 5, 2020. According to BlackRock, as of December 31, 2019 , BlackRock had sole voting power over 9,753,571 shares and sole dispositive power over 10,720,381 shares.

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(1)

Share equivalents for directors represent non-voting deferred stock units acquired under the 2011 Plan, some of which are paid out in shares of common stock at the conclusion of a director-specified deferral period, and others are paid out upon termination of the director's service on the Board. Certain of the NEOs hold share equivalents with pass-through voting rights in the Northrop Grumman Savings Plan or the Northrop Grumman Financial Security and Savings Program.

(2)	Ms. Warden also serves on the Company's Board of Directors.

(3)	Total represents 0.27% of the outstanding common stock as of March 24, 2020 .

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(1)

This number includes 701,553 shares that were subject to outstanding stock awards granted under the 2011 Plan, 368,715 awards earned at year end but pending distribution subject to final performance adjustments, 130,615 shares subject to outstanding stock unit credited under the 2011 Plan and 1993 Directors Plan, and additional performance shares of 319,247, which reflect the number of shares deliverable under payment of outstanding restricted performance stock rights, assuming maximum performance criteria have been achieved.

(2)	There were no options outstanding as of December 31, 2019.

(3)	Of the aggregate number of shares that remained available for future issuance, 5,528,835 were available under the 2011 Plan as of December 31, 2019. No new awards may be granted under the 1993 Directors Plan.

(4)	After giving effect to our February 2020 awards, the number of shares of common stock remaining available for future issuance would be 5,148,130 (assuming maximum payout of such awards).

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•	Double-trigger provisions for change in control situations, and no excise tax gross-ups for payments upon termination after a change in control;

•	A recoupment policy applicable to cash and equity incentive compensation payments;

•	Stock ownership guidelines of 7x base salary for the CEO and 3x base salary for other NEOs, and stock holding requirements of three years from the vesting date for equity awards; and

•	Prohibitions on hedging or pledging of Company stock.

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•	Pension-adjusted Cash Flow from Operations* : $4.5B

•	Segment Operating Income* Growth : $3.9B

•	Pension-adjusted Net Income* Growth : $2.9B

•	Pension-adjusted OM Rate* : 11.2%

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•	receives advice from an independent compensation consultant who reports directly to the Compensation Committee and is discussed further below;

•	reviews market data and other input from its independent compensation consultant;

•	reviews and approves incentive goals and objectives (CEO goals and objectives are reviewed and approved by the independent directors);

•	evaluates and approves executive benefit and perquisite programs;

•	evaluates the competitiveness of each elected officer's total compensation package; and

•	conducts an annual evaluation of the independent compensation consultant.

•	providing a review of market data and advising the Compensation Committee on the levels and structure of our executive compensation policies and procedures, including compensation matters for NEOs;

•	reviewing and advising the Compensation Committee on our total compensation philosophy, peer groups and target competitive positioning;

•	identifying market trends and practices and advising the Compensation Committee on program design implications;

•	providing proactive advice to the Compensation Committee on best practices for Board governance of executive compensation, compensation-related risk management, and any areas for program design to most appropriately support the Company's business strategy and organizational values; and

•	serving as a resource to the Compensation Committee Chairperson on setting agenda items for Compensation Committee meetings and undertaking special projects.

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•	the company was identified as a peer by at least two aerospace and defense peers or proxy advisory services;

•	the company participated in the annual Aon Hewitt executive compensation study; and

•	revenues, total employees and market capitalization of the company were broadly similar to those of the Company.

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•	Pension-adjusted Cash Flow from Operations* : calculated as cash provided by operating activities before the after-tax impact of discretionary pension contributions*. This metric emphasizes the importance of converting earnings into cash and enables management to make capital investment decisions that support long-term profitable growth without impacting performance-based incentive compensation.

•	Segment Operating Income* Growth : calculated as segment operating income* multiplied by a market-based growth rate. This metric incentivizes management to focus on profitable growth and enables management to evaluate the financial performance and operational trends of our sectors.

•	Pension-adjusted Net Income* Growth : calculated as net income before the after-tax impact of the total net FAS/CAS pension adjustment multiplied by a market-based growth rate. This metric incentivizes management to achieve relative long-term profitable growth greater than a projected industry growth rate.

•	Pension-adjusted OM Rate* : calculated as OM rate (operating margin divided by sales) before net FAS (service)/CAS pension adjustment. This metric establishes high program performance expectations for the Company.

•	Quality: measured using program-specific objectives, including defect rates, process quality, supplier quality, planning quality or other appropriate criteria for program type and phase.

•	Customer Satisfaction: measured in terms of customer feedback, including customer-generated performance scores, award fees and verbal and written feedback.

•	Engagement & Inclusion: measured based on performance at or above the global high performing norm for engagement and inclusion indices.

•	Operational Efficiency: measured in terms of taking action to streamline processes and ensure decisions and accountability are at the right levels to enable speed and agility while preserving superior performance.

•	Diversity: measured in terms of representation of females and people of color in all management level positions with respect to internal and external benchmarks.

•	Environmental Sustainability: measured in terms of reductions in absolute greenhouse gas emissions and potable water use consumption, and improvement in solid waste diversion (i.e., waste diverted from landfill disposal).

•	Safety: measured by total case rate, defined as the number of Occupational Safety & Health Administration recordable injuries as well as by lost work day rate associated with those injuries.

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•	involuntary termination, other than for cause or mandatory retirement; or

•	election to terminate in lieu of accepting a downgrade to a non-officer position (i.e., good reason).

•	Company stock owned outright;

•	unvested RSRs; and

•	the value of shares held in the Northrop Grumman Savings Plan or Northrop Grumman Financial Security and Savings Program.

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•	the Board has discretion to recoup incentive compensation paid to an elected officer in the event of a restatement or if an elected officer engages in illegal conduct that causes significant financial or reputational harm to the Company;

•	the Board has discretion to recoup incentive compensation paid to the elected officer in the event the elected officer fails to report such misconduct of another, or is grossly negligent in fulfilling his or her supervisory responsibilities to prevent such misconduct; and

•	the CEO has discretion to recoup under similar circumstances incentive compensation provided to non-elected officers or other employees.

•	there is appropriate balance to mitigate compensation-related risk in the executive compensation program's design between fixed and variable pay, cash and stock components, short- and long-term measures, financial and non-financial measures, and formulaic and discretionary decisions;

•	there are appropriate policies in place to mitigate compensation-related risk, including the Compensation Committee's and its advisor's independence, transparent disclosure, officer stock ownership guidelines and holding period requirements, and hedging and recoupment policies; and

•	there are no incentive or commission arrangements below the executive level that potentially encourage excessive risk-taking behavior.

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(1)	Includes amounts deferred under qualified savings and nonqualified deferred compensation plans.

(2)

Represents the grant date aggregate fair value of RPSRs and RSRs granted during the periods presented. The fair value of awards was computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 , excluding any assumed forfeitures. Assumptions used in the calculation of these amounts are disclosed in Note 14 of the Company's 2019 Form 10-K. The maximum grant date fair values of the 2019 RPSRs are as follows, noting the grants assume a 150% maximum payout:

(3)	These amounts were paid pursuant to the Company's AIP. Includes amounts deferred under the qualified savings and nonqualified deferred compensation plans.

(4)

These amounts relate solely to the increased present value of the NEO's pension plan benefits using mandatory SEC assumptions (see the descriptions of these plans under the Pension Benefits table on page 58 ). The amount accrued in each year differs from the amount accrued in prior years due to an increase in age, service and pay (salary and bonus). The change in pension value is also highly sensitive to changes in the interest rate used to determine the present value of the payments to be made over the life of the executive.

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(5)

Amounts include, as applicable, (a) the value of perquisites and personal benefits, (b) basic life insurance premiums, (c) matching contributions through the Northrop Grumman Foundation made to eligible educational institutions and to non-profit organizations under a Company program, and (d) Company contributions to defined contribution and deferred compensation plans. Where the value of the items reported in a particular category for an NEO exceeded $10,000 in 2019 (other than perquisites and personal benefits, which are subject to different thresholds as described below), those items are identified and quantified below.

i.	Ms. Warden : costs attributable to security protection ($299,440), which includes personal travel on Company aircraft consistent with the Company's security program ($196,348),

ii.	Mr. Jones : costs attributable to security protection ($30,242) and

iii.	Mr. Pamiljans : costs attributable to security protection ($146,949).

(6)	Mr. Bedingfield was the Corporate Vice President and Chief Financial Officer in 2019. He stepped down from this position effective February 17, 2020 and left the Company February 21, 2020. On February 6, 2020, the Company filed a Form 8-K including as an exhibit the Separation Agreement with Mr. Bedingfield.

(7)	Mr. Caylor was not an NEO for 2017; therefore, data for 2017 is not reflected.

(8)	Mr. Jones was not an NEO for 2018 and 2017; therefore, data for those years is not reflected. Mr. Jones retired from the Company on January 10, 2020.

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(1)	Represents the potential range of payouts under the Company's AIP. Actual payouts are shown in the Summary Compensation Table column entitled "Non-Equity Incentive Plan Compensation" on page 53 .

(2)	These amounts relate to RPSRs granted in 2019 under the 2011 Plan . For additional details on our RPSRs, refer to "Key Components of Our Programs - Long-Term Incentive Compensation" on page 47 .

(3)	These amounts relate to RSRs granted in 2019 under the 2011 Plan . For additional details on our RSRs, refer to "Key Components of Our Programs - Long-Term Incentive Compensation" on page 47 .

(4)	The fair value of awards was computed in accordance with FASB ASC Topic 718.

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(1)	Outstanding RSRs generally vest three years from date of grant.

(2)	The value listed is based on the closing price of the Company's stock of $343.97 on December 31, 2019 , the last trading day of the year .

(3)

Outstanding RPSRs granted in 2019 , 2018 and 2017 generally vest based on performance for the three-year performance period ending on December 31, 2021 , 2020 and 2019 , respectively. All RPSR grants are subject to the Compensation Committee's approval of the performance-based earnout percentage applicable to the grant following the end of the performance period. Amounts presented assume target level performance. The 2017 RPSRs were distributed in February 2020 upon the Compensation Committee's approval. The actual number of shares distributed to the NEOs in February 2020 as a result of the vesting RPSRs was as follows:

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(1)	Number of shares and amounts reflected in the table are reported on an aggregate basis and do not reflect shares sold or withheld to pay withholding taxes.

(2)	Consists of RPSRs and RSRs granted in 2016 . The RPSRs vested based on the three-year performance period which ended on December 31, 2018 and were distributed in February 2019 . The RSRs vested three years from the date of grant.

(3)	Mr. Pamiljans did not have a stock payout in 2019, as his 2016 RPSR and RSR grants vested in 2018.

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(1)	Mr. Bedingfield was hired after the Company's defined benefit pension plans were closed to new entrants, and as a result he does not participate in any defined benefit pension plans.

(2)	Credited service under OSERP for Mr. Caylor , Mr. Jones and Mr. Pamiljans is less than actual service because credited service under this plan stopped as of December 31, 2014. Each NEO's actual service is as follows: Ms. Warden : 11.33 ; Mr. Caylor : 17.50 ; Mr. Jones : 15.08 ; Mr. Pamiljans : 32.92 .

(3)	Amounts are calculated using the following assumptions:

•	The NEO retires on the earliest date he/she could receive an unreduced benefit under each plan;

•	The form of payment is a single life annuity; and

•	The discount rate is 3.37% for the Pension Plan, 3.44% for the S&MS Pension Plan and 3.39% for all other plans. The mortality table is the Pri-2012 White Collar mortality table projected generationally with an adjusted version of Scale MP-2019. These are the same assumptions used for the valuation of benefits in the Company's financial statements.

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•	ERISA 2 is the ERISA Supplemental Program 2. This plan makes participants whole for benefits they lose under the Pension Plan due to certain Internal Revenue Code limits.

•	OSERP is the Officers Supplemental Executive Retirement Program. This plan provides a supplemental pension benefit for certain Company officers.

•	OSERP II is the Officers Supplemental Executive Retirement Program II. This plan provides a pension benefit for certain Company officers.

•	Pension Plan is the Northrop Grumman Pension Plan. This is a tax qualified pension plan covering a broad base of Company employees.

•	S&MS Pension Plan is the Northrop Grumman Space & Mission Systems Salaried Pension Plan. This is a tax qualified pension plan covering a broad base of Company employees.

•	SRIP is the Northrop Grumman Supplementary Retirement Income Plan. This plan makes participants whole for benefits they lose under the S&MS Pension Plan due to certain Internal Revenue Code limits.

•	Mr. Caylor receives a benefit under a Heritage Formula and a Cash Balance Formula in the S&MS Pension Plan.

•	Due to his date of hire, Mr. Jones does not receive a benefit under a Heritage Formula; he receives a benefit under a Cash Balance Formula in the Pension Plan.

•	Mr. Pamiljans receives a benefit under a Heritage Formula and a Cash Balance Formula in the Pension Plan.

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•	Pay credits are a percentage of pay that vary based on an employee's "points" (age plus service) and are credited monthly. The range of percentages applicable to the NEOs on December 31, 2019 was 5.5% – 9.0%.

•	Interest is credited at the 30-year U.S. Treasury bond rate subject to a minimum annual interest rate of 2.25%. The December 31, 2019 interest credit rate was 2.25%.

•	Eligible pay is salary plus bonus, as limited by Internal Revenue Code section 401(a)(17).

•	Eligibility for early retirement occurs at age 55 with 10 years of service. Benefits may be reduced if commenced prior to Normal Retirement Age (65).

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(1)	Ms. Warden participates in OSERP II, which mirrors the benefits provided under the Cash Balance Formula, ERISA 2 and OSERP provisions described above.

•	If Mr. Caylor had retired on December 31, 2019 , he would have been eligible to receive an estimated total annual pension benefit of $204,194 (commencing January 1, 2020 ).

•	If Mr. Jones had retired on December 31, 2019 , he would have been eligible to receive an estimated total annual pension of $179,307 (commencing January 1, 2020 ).

•	If Mr. Pamiljans had retired on December 31, 2019 , he would have been eligible to receive an estimated total annual pension benefit of $376,718 (commencing January 1, 2020 ).

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(1)	NEO contributions in this column are also included in the 2019 Summary Compensation Table on page 53 , under the columns entitled "Salary" and "Non-Equity Incentive Plan Compensation."

(2)	Company contributions in this column are included in the 2019 Summary Compensation Table, under the column entitled "All Other Compensation."

(3)	Aggregate earnings in the last fiscal year are not included in the 2019 Summary Compensation Table because they are not above market or preferential.

(4)	NEO and Company contributions in this column may include balances for merged plans. Employee contributions by Mr. Jones for the year ended December 31, 2019 are presented in the table above. Because Mr. Jones was not an NEO for the years ended December 31, 2018 and 2017, employee contribution data for these years is not presented.

•	Deferred Compensation Plan is the Northrop Grumman Deferred Compensation Plan. In 2010, this plan was closed to new hires and existing participants ceased to be able to make contributions. Before 2011, eligible executives were allowed to defer a portion of their salary and bonus. No Company contributions were made to the plan.

•	Officers Retirement Account Contribution Plan (ORAC) is the Northrop Grumman Officers Retirement Account Contribution Plan. This plan allows eligible executives, including NEOs, to receive a Company contribution of 4% of base salary and bonus.

•	Savings Excess Plan (SEP) is the Northrop Grumman Savings Excess Plan. This plan allows eligible employees, including the NEOs, to (i) defer up to 50% of their salary and bonus beyond the compensation limits of the tax qualified plans and receive a Company matching contribution of up to 4% on a maximum of 8% of pay and (ii) receive RAC beyond the compensation limits in the qualified plans.

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•	the Severance Plan; and

•	the 2011 Plan and the terms and conditions of equity awards made pursuant to the plan.

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(1)	Similar treatment provided for certain "good reason" terminations, as described in "Key Components of Our Programs - Severance Benefits" found on page 49 ; however, there would be no termination payment in the event of an involuntary termination for cause.

(2)	The amounts assume full acceleration, which, as discussed above, may not occur to the extent that it would result in an excise tax that decreases the after-tax value of the awards to an NEO.

(3)	Long-term Incentives include grants of RPSRs and RSRs. Results in a benefit under Voluntary Termination only if eligible for retirement treatment under the terms and conditions of the grants.

(4)

Represents the following benefits under the Severance Plan, assuming a termination date of December 31, 2019 : (i) cash severance equivalent to one and a half times the sum of the annual base salary and target annual bonus, (ii) continued medical/dental coverage for the severance period, (iii) financial planning/income tax preparation fees for the year following termination and (iv) outplacement services up to 15% of salary.

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(1)

Audit fees for 2019 and 2018 reflect fees of $15,950,000 and $15,400,000, respectively, for the consolidated financial statement audits and include the audit of internal controls pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. Audit fees for 2019 and 2018 also include $1,855,000 and $1,834,000, respectively, for foreign statutory audits. Fees for foreign statutory audits are reported in the year in which the audits are performed. For example, foreign statutory audit fees reported in 2019 relate to audits of the Company's foreign entities for the fiscal year ended 2018 . The remaining 2019 audit fees primarily relate to audit services associated with the Company's adoption of ASU 2016-02, Leases (Topic 842) .

(2)

Audit-related fees reflect fees for services that are reasonably related to the performance of the audit or review of the Company's financial statements. In 2018 these fees related to independent assessment of controls concerning outsourcing activities. Audit-related fees exclude fees that totaled $1,320,000 and $1,377,000 for 2019 and 2018 , respectively, related to benefit plan audits which are paid for by the plans.

(3)	Tax-related fees during 2019 and 2018 reflect fees of $468,000 and $507,000, respectively, for services concerning foreign income tax compliance, foreign Value Added Tax compliance and other tax matters.

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•	Treats employees, suppliers, customers and competitors with dignity and respect and does not tolerate any discrimination in employment based on an individual’s protected status;

•	Does not tolerate the use of child labor, forced labor, bonded labor, or human trafficking;

•	Is committed to the highest standards of ethical and business conduct as it relates to the procurement of goods and services and expects all of our suppliers to conduct themselves in a manner consistent with the values set forth in our Supplier of Code of Conduct;

•	Maintains established channels for employees who believe there may have been a violation of this policy to report such violations, including to their supervisor, a Business Conduct Officer, the Law Department or Human Resources, or through the OpenLine;

•	Provides for prompt investigation of any such concerns and robust corrective action, if needed; and

•	Periodically reviews the Human Rights Policy to determine whether revisions are appropriate.

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•	not later than December 4, 2020, if the proposal is submitted for inclusion in the Company's proxy materials for that meeting pursuant to Rule 14a-8 under the Exchange Act; and

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not earlier than December 4, 2020 and not later than January 3, 2021, if the proposal is submitted pursuant to the Bylaws, but not pursuant to Rule 14a-8, in which case we are not required to include the proposal in our proxy materials. If the 2021 Annual Meeting is convened more than 30 days prior to or delayed by more than 30 days after the one-year anniversary of the Annual Meeting, our Bylaws provide different notice requirements.

•	not earlier than November 4, 2020 and not later than December 4, 2020, if the nomination is submitted for inclusion in the Company's proxy materials for that meeting pursuant to the Company's proxy access provision, as set forth in our Bylaws, which nomination and supporting materials must comply with the requirements in our Bylaws; and

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not earlier than December 4, 2020 and not later than January 3, 2021, if the nomination is submitted pursuant to the Bylaws, but not pursuant to our proxy access provision, in which case we are not required to include the nomination in our proxy materials. If the 2021 Annual Meeting is convened more than 30 days prior to or delayed by more than 30 days after the one-year anniversary of the Annual Meeting, our Bylaws provide different notice requirements.

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•	Bylaws;

•	Principles of Corporate Governance;

•	Standards of Business Conduct;

•	Policy and Procedure Regarding Company Transactions with Related Persons; and

•	Board Committee Charters.

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1.	Election of the following 12 nominees as Directors:

2.	Proposal to approve, on an advisory basis, the compensation of the Company’s Named Executive Officers.

3.	Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s Independent Auditor for fiscal year ending December 31, 2020.

4.	Shareholder proposal that the Company assess and report on potential human rights impacts that could result from governments' use of the Company's products and services, including in conflict-affected areas.

5.	Shareholder proposal to move to a 3% ownership threshold for shareholders to request action by written consent.