Northrop Grumman (NOC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2026, with all materials available online and voting accessible via internet, phone, mail, or during the virtual meeting.

• 2025 saw sales rise 2% to $42 billion, record backlog of $95.7 billion, operating cash flow of $4.8 billion, and free cash flow up 26% to $3.3 billion.

• Operating margin improved to 10.8%, and diluted EPS reached $29.08, with a 12% increase in quarterly dividend.

• Company strategy focuses on technology leadership, performance, sustainable growth, and balanced capital deployment.

Voting matters and shareholder proposals

• Four proposals: (1) election of 11 directors, (2) advisory vote on executive compensation, (3) ratification of Deloitte as independent auditor, (4) shareholder proposal for an independent board chair.

• Board recommends voting FOR proposals 1–3 and AGAINST proposal 4.

• Shareholder proposal for an independent board chair was opposed by the Board, citing strong performance and effective current leadership structure.

Board of directors and corporate governance

• Board is 92% independent, with fully independent committees and a strong Lead Independent Director role.

• Board refreshment ongoing: 6 new directors since 2020, 5 departures, average tenure 7.6 years, average age 66.4.

• Mandatory retirement at age 75; annual self-assessment and director evaluations conducted.

• Board committees: Audit and Risk, Compensation and Human Capital, Nominating and Corporate Governance, Policy—all comprised of independent directors.

• Board leadership structure reviewed annually; CEO currently serves as Chair, with a Lead Independent Director designated.