Northrop Grumman Corporation | Vote on independent board chair at Northrop Grumman Corporation

Status
25.00% votes in favour
AGM date
Previous AGM date
Proposal number
7
Resolution details
Company ticker
NOC
Lead filer
Individual
Resolution ask
Amend board structure
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Industrials
Company HQ country
United States
Resolved clause
RESOLVED: Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO. Whenever possible, the Chairman of the Board shall be an Independent Director. The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis. It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.
Supporting statement
SUPPORTING STATEMENT: The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO. This proposal is important to Northrop Grumman because Northrop Grumman has given the 2 most important jobs in the Company, CEO and Chairman, to one person. Supposedly to counter balance this concentration of power Northrop Grumman has a so-called lead director, Ms. Madeleine Kleiner. Due to the limited information on the qualifications of NOC directors, that applies to all NOC directors, shareholders do not have ample information on whether Ms. Kleiner is qualified. What can be gleaned from the limited annual meeting proxy information is that Ms. Kleiner does not appear to have had a day job for 16-years or since Ms. Kleiner was age 56. And the only directorships of note ever involve Jack in the Box and golf. This proposal topic received more than 39%-support at the 2023 NOC annual meeting. More than 39%-support is significant because it takes a lot more conviction for a shareholder to vote for this proposal ― based on the merits ― than to simply follow the party line from the NOC Board of Directors. The 39%-support is up from 29%-support for this proposal topic at the 2013 NOC annual meeting.

Proposal filed by John Chevedden.

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