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| NOC > SEC Filings for NOC > Form 8-K on 17-Sep-2009 | All Recent SEC Filings |
17-Sep-2009
Change in Directors or Principal Officers
On September 15, 2009, Ronald D. Sugar, Chief Executive Officer and Chairman
of the Board of Northrop Grumman Corporation (the "Company"), notified the Board
of Directors (the "Board") of his intention to retire from the Company on
June 30, 2010, and resign from his positions as Chairman of the Board and Chief
Executive Officer and as a director of the Company on December 31, 2009. On
January 1, 2010, Dr. Sugar will assume the title Chairman Emeritus of the
Company. Dr. Sugar will remain as an employee of the Company and assist with
transitional issues in an officer role until June 30, 2010.
From now through the end of Dr. Sugar's employment with the Company on
June 30, 2010, the Company will continue to pay Dr. Sugar a regular salary at
his current base salary rate, he will be eligible for a bonus with respect to
2009 in accordance with the Company's 2002 Incentive Compensation Plan and he
will continue to participate in the normal benefits and perquisites provided by
the Company to corporate policy council officers. Dr. Sugar will not be eligible
for a bonus with respect to 2010 or any additional equity-based awards. Upon
Dr. Sugar's June 30, 2010 retirement, all of his stock options that are
otherwise unvested will vest. Additionally, upon Dr. Sugar's June 30, 2010
retirement, or, if the Company terminates his employment earlier without cause,
he will be deemed to have retired for purposes of his then-outstanding equity
awards to the extent that the terms of such awards provide more favorable terms
upon retirement (including early retirement) than termination of employment
rules that would otherwise apply. The treatment of Dr. Sugar's equity
compensation awards upon termination without cause is consistent with the
current provisions of such awards. Dr. Sugar will continue to be provided with
an office and secretarial and IT support through December 31, 2014. The Company
will also continue to provide Dr. Sugar with a home security system through
December 31, 2010. Consistent with the Company's retirement policy, there will
be no severance paid to Dr. Sugar.
On September 16, 2009, the Board elected Wesley G. Bush, the Company's
current President and Chief Operating Officer, as Chief Executive Officer and
President of the Company to succeed Dr. Sugar, effective January 1, 2010. Upon
succeeding as Chief Executive Officer, Mr. Bush will no longer serve as Chief
Operating Officer, but he will continue to perform the functions of that office.
The Board also elected Mr. Bush to the Board effective immediately.
Mr. Bush has been an officer of the Company since 2003 when he was appointed
Space Technology Sector President. In 2005, Mr. Bush was appointed Corporate
Vice President and Chief Financial Officer. Mr. Bush has been President since
May 2006 and Chief Operating Officer since March 2007. Prior to the Company's
acquisition of TRW, Mr. Bush had served as President and Chief Executive Officer
for TRW's UK-based global Aeronautical Systems since 2001. Mr. Bush joined TRW
in 1987 as a systems engineer and held a series of increasingly responsible
roles, including in 1999 when Mr. Bush was named Vice President and General
Manager of the Telecommunication Programs Division. Mr. Bush holds a bachelor's
degree and a master's degree in electrical engineering from the Massachusetts
Institute of Technology. He also is a graduate of UCLA's Executive Management
Program.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on September 16, 2009 announcing the
resignation of Dr. Sugar as Chief Executive Officer and Chairman of the Board
effective December 31, 2009, the election of Mr. Bush as Chief Executive Officer
and President effective January 1, 2010 and to the Board effective immediately
and the election of Lewis W. Coleman as non-executive Chairman of the Board
effective January 1, 2010. A copy of the press release is attached hereto as
Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in
this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to
the liability of that section, nor shall it be deemed incorporated by reference
in any
filing under the Securities Act of 1933, or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
Item 8.01
On September 16, 2009, the Board elected Lewis W. Coleman, a current member
of the Company's Board and the Lead Independent Director, as non-executive
Chairman of the Board to succeed Dr. Sugar, effective January 1, 2010. Upon
succeeding as non-executive Chairman of the Board, Mr. Coleman will continue to
fulfill the duties and responsibilities of the Lead Independent Director.
Mr. Coleman has been the President of DreamWorks Animation since
December 2005 and Chief Financial Officer since March 2007. Previously he was
the President of the Gordon and Betty Moore Foundation from its founding in
November 2000 to December 2004. Prior to that, Mr. Coleman was employed by Banc
of America Securities, formerly known as Montgomery Securities where he was a
Senior Managing Director from 1995 to 1998 and Chairman from 1998 to 2000.
Before he joined Montgomery Securities, Mr. Coleman spent ten years at the Bank
of America and Bank of America Corporation where he was successively the Senior
Credit Officer in The World Banking Group, Head of Global Capital Markets, Head
of the World Banking Group, and Vice Chairman of the Board and Chief Financial
Officer. He spent the previous thirteen years at Wells Fargo Bank where his
positions included Head of International Banking, Chief Personnel Officer and
Chairman of the Credit Policy Committee. Mr. Coleman currently serves as a
director of DreamWorks Animation. He also serves on several private company and
civic boards.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Retirement and Transition Letter with Dr. Ronald D. Sugar
99.2 Press release dated September 16, 2009
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