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NORTHROP GRUMMAN CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and NORTHROP GRUMMAN CORP.’s Form 8-K, filed May 16, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

19Reported items
1,004Asset managers
17,596Fund votes
May 15, 2024Meeting date

Results at a glance

Meeting of May 15, 2024: 18 items on NORTHROP GRUMMAN CORP.’s Form 8-K, filed May 16, 2024: 13 elected · 4 approved · 1 not approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore NORTHROP GRUMMAN CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by NORTHROP GRUMMAN CORP.

These tallies are NORTHROP GRUMMAN CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 16, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

NORTHROP GRUMMAN CORP. — official shareholder meeting results, meeting held May 15, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Kathy J. Warden	114,844,465	4,338,565	433,300	--	13,239,453	96%	Elected	—
Elect Director: David P. Abney	112,339,033	6,684,432	592,865	--	13,239,453	94%	Elected	—
Elect Director: Marianne C. Brown	116,002,695	3,045,266	568,369	--	13,239,453	97%	Elected	—
Elect Director: Ann M. Fudge	116,942,280	2,070,216	603,834	--	13,239,453	98%	Elected	—
Elect Director: Madeleine A. Kleiner	114,425,955	4,591,282	599,093	--	13,239,453	96%	Elected	—
Elect Director: Arvind Krishna	116,533,094	2,505,651	577,585	--	13,239,453	98%	Elected	—
Elect Director: Graham N. Robinson	116,413,138	2,584,185	619,007	--	13,239,453	98%	Elected	—
Elect Director: Kimberly A. Ross	116,828,529	2,159,201	628,600	--	13,239,453	98%	Elected	—
Elect Director: Gary Roughead	115,721,416	3,308,631	586,283	--	13,239,453	97%	Elected	—
Elect Director: Thomas M. Schoewe	115,700,273	3,310,992	605,065	--	13,239,453	97%	Elected	—
Elect Director: James S. Turley	104,875,444	14,156,190	584,696	--	13,239,453	88%	Elected	—
Elect Director: Mark A. Welsh III	117,834,741	1,186,618	594,971	--	13,239,453	99.0%	Elected	—
Elect Director: Mary A. Winston	115,520,259	3,460,612	635,459	--	13,239,453	97%	Elected	—
2. The compensation of the Company's named executive officers, with a vote of	111,978,367	6,734,052	903,911	--	13,239,453	94%	Approved	—
3. The appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2024 with a vote of 127,336,041 shares for, 5,045,391 shares against and 474,351 abstentions	127,336,041	5,045,391	474,351	--	--	96%	Approved	—
4. Management's proposal to eliminate the personal liability of officers for monetary damages for breach of certain fiduciary duties as permitted by Delaware law, with a vote of	100,886,043	17,668,284	1,062,003	--	13,239,453	85%	Approved	—
5. The 2024 Long-Term Incentive Stock Plan, with a vote of	114,469,555	4,419,417	727,358	--	13,239,453	96%	Approved	—
7. The shareholder proposal to provide for an independent board chair	29,671,408	89,025,465	919,457	--	13,239,453	25%	Not approved	—

Source: NORTHROP GRUMMAN CORP., Form 8-K, filed with the SEC on May 16, 2024 — read the filing on EDGAR.

How asset managers voted at the NORTHROP GRUMMAN CORP. 2023-2024 meeting

Each item below shows how the 1,004 asset managers that disclosed a NORTHROP GRUMMAN CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of NORTHROP GRUMMAN CORP.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. 7. The shareholder proposal to provide for an independent board chair

Official resultDIRECTOR ELECTIONSReported outcome: Not approved

Combines 6 wordings of this item as funds reported it.

25% Not approved · of votes cast

FOR 25%AGAINST

FOR: 29,671,408AGAINST: 89,025,465

Details: description as filed, official tally, votes by 171 asset managers

Description as filed by funds: Shareholder proposal to provide for an independent Board chair.

NORTHROP GRUMMAN CORP.’s own tally for this item (“7. The shareholder proposal to provide for an independent board chair”): 29,671,408 for, 89,025,465 against — failed, per its Form 8-K filed May 16, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Proposal 7 The shareholders did not approve the shareholder proposal to provide for an independent board chair.”
Support: 25% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 171 asset managers below reported 13,271,687 for, 50,709,108 against, 10,766 abstained.

FORAGAINST

FOR: 13,271,687AGAINST: 50,709,108ABSTAIN: 10,766

Largest asset managers voting on “Shareholder proposal to provide for an independent Board chair.” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	4,871,953	11,598,170	0	Mixed
Capital Group	3,668,280	10,041,417	0	Mixed
Fidelity	0	5,649,056	0	Against
JPMorgan	0	4,065,150	0	Against
BlackRock	3,712	3,866,612	0	Against
MFS	0	2,587,339	0	Against
State Street	915	1,480,570	0	Against
INVESTMENT CO OF AMERICA	0	1,302,961	0	Against
Columbia Threadneedle	1,269,256	0	0	For
Invesco	55,781	1,181,057	0	Against
T. Rowe Price	2,700	883,914	0	Against
Putnam	0	813,637	0	Against
Charles Schwab	0	792,016	0	Against
TIAA	0	645,707	0	Against
Franklin Custodian Funds	627,397	0	0	For
Lincoln Financial	0	568,446	0	Against
Dimensional	0	456,741	0	Against
Legg Mason	1,525	425,286	0	Against
Bridge Builder Trust	277,978	111,581	0	Mixed
CITY NATIONAL ROCHDALE FUNDS	0	366,975	0	Against
Jackson National	155,150	210,983	0	Mixed
Hartford	352,684	0	0	For
Brighthouse	188,885	148,805	10,088	Mixed
Lord Abbett	0	336,903	0	Against
AMG FUNDS	325,000	0	0	For

Showing the 25 largest of 171 asset managers. See all 171 in the interactive database.

2. Elect Director: Kathy J. Warden

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 114,844,465AGAINST: 4,338,565

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Kathy J. Warden

NORTHROP GRUMMAN CORP.’s own tally for this item (“Elect Director: Kathy J. Warden”): 114,844,465 for, 4,338,565 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Management Proposals Proposal 1 The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh I…”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 63,706,511 for, 274,696 against, 10,626 abstained.

FOR

FOR: 63,706,511AGAINST: 274,696ABSTAIN: 10,626

Largest asset managers voting on “Election of Directors: Kathy J. Warden” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	16,470,123	0	0	For
Capital Group	13,709,697	0	0	For
Fidelity	5,649,056	0	0	For
JPMorgan	4,065,150	0	0	For
BlackRock	3,870,324	0	0	For
MFS	2,587,339	0	0	For
State Street	1,481,445	40	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	0	For
Columbia Threadneedle	1,269,256	0	0	For
Invesco	1,236,838	0	0	For
T. Rowe Price	886,614	0	0	For
Putnam	813,637	0	0	For
Charles Schwab	792,016	0	0	For
TIAA	645,707	0	0	For
Franklin Custodian Funds	627,397	0	0	For
Lincoln Financial	568,446	0	0	For
Dimensional	456,741	0	0	For
Legg Mason	426,811	0	0	For
Bridge Builder Trust	379,677	9,882	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	0	For
Jackson National	366,133	0	0	For
Hartford	352,684	0	0	For
Brighthouse	337,690	0	10,088	For
Lord Abbett	336,903	0	0	For
AMG FUNDS	325,000	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

3. Elect Director: David P. Abney

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 112,339,033AGAINST: 6,684,432

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: David P. Abney

NORTHROP GRUMMAN CORP.’s own tally for this item (“Elect Director: David P. Abney”): 112,339,033 for, 6,684,432 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Management Proposals Proposal 1 The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh I…”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 62,231,118 for, 1,750,080 against, 10,635 abstained.

FOR

FOR: 62,231,118AGAINST: 1,750,080ABSTAIN: 10,635

Largest asset managers voting on “Election of Directors: David P. Abney” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	16,470,123	0	0	For
Capital Group	13,709,697	0	0	For
Fidelity	5,649,056	0	0	For
JPMorgan	4,065,150	0	0	For
BlackRock	3,870,324	0	0	For
MFS	2,587,339	0	0	For
State Street	2,952	1,478,533	0	Against
INVESTMENT CO OF AMERICA	1,302,961	0	0	For
Columbia Threadneedle	1,269,256	0	0	For
Invesco	1,236,838	0	0	For
T. Rowe Price	886,614	0	0	For
Putnam	813,637	0	0	For
Charles Schwab	792,016	0	0	For
TIAA	645,707	0	0	For
Franklin Custodian Funds	627,397	0	0	For
Lincoln Financial	535,413	33,033	0	Mixed
Dimensional	456,741	0	0	For
Legg Mason	426,811	0	0	For
Bridge Builder Trust	389,559	0	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	0	For
Jackson National	366,133	0	0	For
Hartford	352,684	0	0	For
Brighthouse	337,690	0	10,088	For
Lord Abbett	336,903	0	0	For
AMG FUNDS	325,000	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

4. Elect Director: Marianne C. Brown

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 116,002,695AGAINST: 3,045,266

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Marianne C. Brown

NORTHROP GRUMMAN CORP.’s own tally for this item (“Elect Director: Marianne C. Brown”): 116,002,695 for, 3,045,266 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Management Proposals Proposal 1 The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh I…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 63,978,731 for, 2,468 against, 10,634 abstained.

FOR

FOR: 63,978,731AGAINST: 2,468ABSTAIN: 10,634

Largest asset managers voting on “Election of Directors: Marianne C. Brown” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	16,470,123	0	For
Capital Group	13,709,697	0	For
Fidelity	5,649,056	0	For
JPMorgan	4,065,150	0	For
BlackRock	3,870,324	0	For
MFS	2,587,339	0	For
State Street	1,481,485	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	For
Columbia Threadneedle	1,269,256	0	For
Invesco	1,236,838	0	For
T. Rowe Price	886,614	0	For
Putnam	813,637	0	For
Charles Schwab	792,016	0	For
TIAA	645,707	0	For
Franklin Custodian Funds	627,397	0	For
Lincoln Financial	568,446	0	For
Dimensional	456,741	0	For
Legg Mason	426,811	0	For
Bridge Builder Trust	389,559	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	For
Jackson National	366,133	0	For
Hartford	352,684	0	For
Brighthouse	337,690	10,088	For
Lord Abbett	336,903	0	For
AMG FUNDS	325,000	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

5. Elect Director: Ann M. Fudge

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 116,942,280AGAINST: 2,070,216

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Ann M. Fudge

NORTHROP GRUMMAN CORP.’s own tally for this item (“Elect Director: Ann M. Fudge”): 116,942,280 for, 2,070,216 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Management Proposals Proposal 1 The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh I…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 63,981,077 for, 120 against, 10,636 abstained.

FOR

FOR: 63,981,077AGAINST: 120ABSTAIN: 10,636

Largest asset managers voting on “Election of Directors: Ann M. Fudge” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	16,470,123	0	For
Capital Group	13,709,697	0	For
Fidelity	5,649,056	0	For
JPMorgan	4,065,150	0	For
BlackRock	3,870,324	0	For
MFS	2,587,339	0	For
State Street	1,481,485	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	For
Columbia Threadneedle	1,269,256	0	For
Invesco	1,236,838	0	For
T. Rowe Price	886,614	0	For
Putnam	813,637	0	For
Charles Schwab	792,016	0	For
TIAA	645,707	0	For
Franklin Custodian Funds	627,397	0	For
Lincoln Financial	568,446	0	For
Dimensional	456,741	0	For
Legg Mason	426,811	0	For
Bridge Builder Trust	389,559	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	For
Jackson National	366,133	0	For
Hartford	352,684	0	For
Brighthouse	337,690	10,088	For
Lord Abbett	336,903	0	For
AMG FUNDS	325,000	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

6. Elect Director: Madeleine A. Kleiner

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 114,425,955AGAINST: 4,591,282

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Madeleine A. Kleiner

NORTHROP GRUMMAN CORP.’s own tally for this item (“Elect Director: Madeleine A. Kleiner”): 114,425,955 for, 4,591,282 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 170 asset managers below reported 63,723,010 for, 258,188 against, 10,636 abstained.

FOR

FOR: 63,723,010AGAINST: 258,188ABSTAIN: 10,636

Largest asset managers voting on “Election of Directors: Madeleine A. Kleiner” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	16,470,123	0	0	For
Capital Group	13,709,697	0	0	For
Fidelity	5,649,056	0	0	For
JPMorgan	4,065,150	0	0	For
BlackRock	3,870,324	0	0	For
MFS	2,587,339	0	0	For
State Street	1,481,311	174	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	0	For
Columbia Threadneedle	1,269,256	0	0	For
Invesco	1,236,838	0	0	For
T. Rowe Price	886,614	0	0	For
Putnam	813,637	0	0	For
Charles Schwab	792,016	0	0	For
TIAA	645,707	0	0	For
Franklin Custodian Funds	627,397	0	0	For
Lincoln Financial	568,446	0	0	For
Dimensional	456,741	0	0	For
Legg Mason	426,811	0	0	For
Bridge Builder Trust	379,677	9,882	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	0	For
Jackson National	366,133	0	0	For
Hartford	352,684	0	0	For
Brighthouse	337,690	0	10,088	For
Lord Abbett	336,903	0	0	For
AMG FUNDS	325,000	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

7. Elect Director: Arvind Krishna

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 116,533,094AGAINST: 2,505,651

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Arvind Krishna

NORTHROP GRUMMAN CORP.’s own tally for this item (“Elect Director: Arvind Krishna”): 116,533,094 for, 2,505,651 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Management Proposals Proposal 1 The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh I…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 63,756,763 for, 224,435 against, 10,635 abstained.

FOR

FOR: 63,756,763AGAINST: 224,435ABSTAIN: 10,635

Largest asset managers voting on “Election of Directors: Arvind Krishna” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	16,470,123	0	For
Capital Group	13,709,697	0	For
Fidelity	5,649,056	0	For
JPMorgan	4,065,150	0	For
BlackRock	3,870,324	0	For
MFS	2,587,339	0	For
State Street	1,481,485	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	For
Columbia Threadneedle	1,269,256	0	For
Invesco	1,236,838	0	For
T. Rowe Price	886,614	0	For
Putnam	813,637	0	For
Charles Schwab	792,016	0	For
TIAA	645,707	0	For
Franklin Custodian Funds	627,397	0	For
Lincoln Financial	568,446	0	For
Dimensional	456,741	0	For
Legg Mason	426,811	0	For
Bridge Builder Trust	389,559	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	For
Jackson National	366,133	0	For
Hartford	352,684	0	For
Brighthouse	337,690	10,088	For
Lord Abbett	336,903	0	For
AMG FUNDS	325,000	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

8. Elect Director: Graham N. Robinson

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 116,413,138AGAINST: 2,584,185

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Graham N. Robinson

NORTHROP GRUMMAN CORP.’s own tally for this item (“Elect Director: Graham N. Robinson”): 116,413,138 for, 2,584,185 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Management Proposals Proposal 1 The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh I…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 63,759,063 for, 222,133 against, 10,637 abstained.

FOR

FOR: 63,759,063AGAINST: 222,133ABSTAIN: 10,637

Largest asset managers voting on “Election of Directors: Graham N. Robinson” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	16,470,123	0	For
Capital Group	13,709,697	0	For
Fidelity	5,649,056	0	For
JPMorgan	4,065,150	0	For
BlackRock	3,870,324	0	For
MFS	2,587,339	0	For
State Street	1,481,485	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	For
Columbia Threadneedle	1,269,256	0	For
Invesco	1,236,838	0	For
T. Rowe Price	886,614	0	For
Putnam	813,637	0	For
Charles Schwab	792,016	0	For
TIAA	645,707	0	For
Franklin Custodian Funds	627,397	0	For
Lincoln Financial	568,446	0	For
Dimensional	456,741	0	For
Legg Mason	426,811	0	For
Bridge Builder Trust	389,559	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	For
Jackson National	366,133	0	For
Hartford	352,684	0	For
Brighthouse	337,690	10,088	For
Lord Abbett	336,903	0	For
AMG FUNDS	325,000	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

9. Elect Director: Kimberly A. Ross

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 116,828,529AGAINST: 2,159,201

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Kimberly A. Ross

NORTHROP GRUMMAN CORP.’s own tally for this item (“Elect Director: Kimberly A. Ross”): 116,828,529 for, 2,159,201 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Management Proposals Proposal 1 The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh I…”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 63,981,070 for, 126 against, 10,638 abstained.

FOR

FOR: 63,981,070AGAINST: 126ABSTAIN: 10,638

Largest asset managers voting on “Election of Directors: Kimberly A. Ross” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	16,470,123	0	For
Capital Group	13,709,697	0	For
Fidelity	5,649,056	0	For
JPMorgan	4,065,150	0	For
BlackRock	3,870,324	0	For
MFS	2,587,339	0	For
State Street	1,481,485	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	For
Columbia Threadneedle	1,269,256	0	For
Invesco	1,236,838	0	For
T. Rowe Price	886,614	0	For
Putnam	813,637	0	For
Charles Schwab	792,016	0	For
TIAA	645,707	0	For
Franklin Custodian Funds	627,397	0	For
Lincoln Financial	568,446	0	For
Dimensional	456,741	0	For
Legg Mason	426,811	0	For
Bridge Builder Trust	389,559	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	For
Jackson National	366,133	0	For
Hartford	352,684	0	For
Brighthouse	337,690	10,088	For
Lord Abbett	336,903	0	For
AMG FUNDS	325,000	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

10. Elect Director: Gary Roughead

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 115,721,416AGAINST: 3,308,631

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Gary Roughead

NORTHROP GRUMMAN CORP.’s own tally for this item (“Elect Director: Gary Roughead”): 115,721,416 for, 3,308,631 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Management Proposals Proposal 1 The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh I…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 63,720,778 for, 260,420 against, 10,635 abstained.

FOR

FOR: 63,720,778AGAINST: 260,420ABSTAIN: 10,635

Largest asset managers voting on “Election of Directors: Gary Roughead” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	16,470,123	0	0	For
Capital Group	13,709,697	0	0	For
Fidelity	5,649,056	0	0	For
JPMorgan	4,065,150	0	0	For
BlackRock	3,870,324	0	0	For
MFS	2,587,339	0	0	For
State Street	1,481,311	174	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	0	For
Columbia Threadneedle	1,269,256	0	0	For
Invesco	1,236,838	0	0	For
T. Rowe Price	886,614	0	0	For
Putnam	813,637	0	0	For
Charles Schwab	792,016	0	0	For
TIAA	645,707	0	0	For
Franklin Custodian Funds	627,397	0	0	For
Lincoln Financial	568,446	0	0	For
Dimensional	456,741	0	0	For
Legg Mason	426,811	0	0	For
Bridge Builder Trust	379,677	9,882	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	0	For
Jackson National	366,133	0	0	For
Hartford	352,684	0	0	For
Brighthouse	337,690	0	10,088	For
Lord Abbett	336,903	0	0	For
AMG FUNDS	325,000	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

11. Elect Director: Thomas M. Schoewe

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 115,700,273AGAINST: 3,310,992

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Thomas M. Schoewe

NORTHROP GRUMMAN CORP.’s own tally for this item (“Elect Director: Thomas M. Schoewe”): 115,700,273 for, 3,310,992 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Management Proposals Proposal 1 The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh I…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 63,720,770 for, 258,120 against, 12,943 abstained.

FOR

FOR: 63,720,770AGAINST: 258,120ABSTAIN: 12,943

Largest asset managers voting on “Election of Directors: Thomas M. Schoewe” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	16,470,123	0	0	For
Capital Group	13,709,697	0	0	For
Fidelity	5,649,056	0	0	For
JPMorgan	4,065,150	0	0	For
BlackRock	3,870,324	0	0	For
MFS	2,587,339	0	0	For
State Street	1,481,311	174	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	0	For
Columbia Threadneedle	1,269,256	0	0	For
Invesco	1,236,838	0	0	For
T. Rowe Price	886,614	0	0	For
Putnam	813,637	0	0	For
Charles Schwab	792,016	0	0	For
TIAA	645,707	0	0	For
Franklin Custodian Funds	627,397	0	0	For
Lincoln Financial	568,446	0	0	For
Dimensional	456,741	0	0	For
Legg Mason	426,811	0	0	For
Bridge Builder Trust	379,677	9,882	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	0	For
Jackson National	366,133	0	0	For
Hartford	352,684	0	0	For
Brighthouse	337,690	0	10,088	For
Lord Abbett	336,903	0	0	For
AMG FUNDS	325,000	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

12. Elect Director: James S. Turley

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%

FOR: 104,875,444AGAINST: 14,156,190

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: James S. Turley

NORTHROP GRUMMAN CORP.’s own tally for this item (“Elect Director: James S. Turley”): 104,875,444 for, 14,156,190 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Management Proposals Proposal 1 The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh I…”
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 53,362,366 for, 10,618,833 against, 10,635 abstained.

FORAGAINST

FOR: 53,362,366AGAINST: 10,618,833ABSTAIN: 10,635

Largest asset managers voting on “Election of Directors: James S. Turley” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	12,290,712	4,179,411	0	Mixed
Capital Group	10,041,417	3,668,280	0	Mixed
Fidelity	5,649,056	0	0	For
JPMorgan	4,065,150	0	0	For
BlackRock	3,870,324	0	0	For
MFS	2,587,339	0	0	For
State Street	1,481,485	0	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	0	For
Columbia Threadneedle	1,269,256	0	0	For
Invesco	0	1,236,838	0	Against
T. Rowe Price	886,614	0	0	For
Putnam	813,637	0	0	For
Charles Schwab	792,016	0	0	For
TIAA	645,707	0	0	For
Franklin Custodian Funds	627,397	0	0	For
Lincoln Financial	149,484	418,962	0	Mixed
Dimensional	456,741	0	0	For
Legg Mason	426,811	0	0	For
Bridge Builder Trust	121,463	268,096	0	Mixed
CITY NATIONAL ROCHDALE FUNDS	366,975	0	0	For
Jackson National	265,196	100,937	0	Mixed
Hartford	43	352,641	0	Against
Brighthouse	148,805	188,885	10,088	Mixed
Lord Abbett	336,903	0	0	For
AMG FUNDS	325,000	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

13. Elect Director: Mark A. Welsh III

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 117,834,741AGAINST: 1,186,618

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Mark A. Welsh III

NORTHROP GRUMMAN CORP.’s own tally for this item (“Elect Director: Mark A. Welsh III”): 117,834,741 for, 1,186,618 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Management Proposals Proposal 1 The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh I…”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 63,980,858 for, 69 against, 10,636 abstained.

FOR

FOR: 63,980,858AGAINST: 69ABSTAIN: 10,636

Largest asset managers voting on “Election of Directors: Mark A. Welsh III” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	16,470,123	0	For
Capital Group	13,709,697	0	For
Fidelity	5,649,056	0	For
JPMorgan	4,065,150	0	For
BlackRock	3,870,324	0	For
MFS	2,587,339	0	For
State Street	1,481,485	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	For
Columbia Threadneedle	1,269,256	0	For
Invesco	1,236,838	0	For
T. Rowe Price	886,614	0	For
Putnam	813,637	0	For
Charles Schwab	792,016	0	For
TIAA	645,707	0	For
Franklin Custodian Funds	627,397	0	For
Lincoln Financial	568,446	0	For
Dimensional	456,741	0	For
Legg Mason	426,811	0	For
Bridge Builder Trust	389,559	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	For
Jackson National	366,133	0	For
Hartford	352,684	0	For
Brighthouse	337,690	10,088	For
Lord Abbett	336,903	0	For
AMG FUNDS	325,000	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

14. Elect Director: Mary A. Winston

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 115,520,259AGAINST: 3,460,612

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Mary A. Winston

NORTHROP GRUMMAN CORP.’s own tally for this item (“Elect Director: Mary A. Winston”): 115,520,259 for, 3,460,612 against, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Management Proposals Proposal 1 The shareholders elected the following thirteen directors: Kathy J. Warden, David P. Abney, Marianne C. Brown, Ann M. Fudge, Madeleine A. Kleiner, Arvind Krishna, Graham N. Robinson, Kimberly A. Ross, Gary Roughead, Thomas M. Schoewe, James S. Turley, Mark A. Welsh I…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 63,758,759 for, 222,165 against, 10,638 abstained.

FOR

FOR: 63,758,759AGAINST: 222,165ABSTAIN: 10,638

Largest asset managers voting on “Election of Directors: Mary A. Winston” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	16,470,123	0	For
Capital Group	13,709,697	0	For
Fidelity	5,649,056	0	For
JPMorgan	4,065,150	0	For
BlackRock	3,870,324	0	For
MFS	2,587,339	0	For
State Street	1,481,485	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	For
Columbia Threadneedle	1,269,256	0	For
Invesco	1,236,838	0	For
T. Rowe Price	886,614	0	For
Putnam	813,637	0	For
Charles Schwab	792,016	0	For
TIAA	645,707	0	For
Franklin Custodian Funds	627,397	0	For
Lincoln Financial	568,446	0	For
Dimensional	456,741	0	For
Legg Mason	426,811	0	For
Bridge Builder Trust	389,559	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	For
Jackson National	366,133	0	For
Hartford	352,684	0	For
Brighthouse	337,690	10,088	For
Lord Abbett	336,903	0	For
AMG FUNDS	325,000	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

15. 4. Management's proposal to eliminate the personal liability of officers for monetary damages for breach of certain…

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

85% Approved · of votes cast

FOR 85%AGAINST

FOR: 100,886,043AGAINST: 17,668,284

Details: description as filed, official tally, votes by 165 asset managers

Description as filed by funds: Proposal to eliminate personal liability of officers for monetary damages for breach of certain fiduciary duties as permitted by Delaware law.

NORTHROP GRUMMAN CORP.’s own tally for this item (“4. Management's proposal to eliminate the personal liability of officers for monetary damages for breach of certain fiduciary duties as permitted by Delaware law, with a vote of”): 100,886,043 for, 17,668,284 against — passed, per its Form 8-K filed May 16, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4 The shareholders approved management's proposal to eliminate the personal liability of officers for monetary damages for breach of certain fiduciary duties as permitted by Delaware law, with a vote of:”
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NORTHROP GRUMMAN CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Amend Certificate of Incorporation to Limit the Liability of Certain Officers” (7 managers, 30,230 for, 514 abstained).

The 165 asset managers below reported 57,341,557 for, 6,609,002 against, 10,260 abstained.

FOR

FOR: 57,341,557AGAINST: 6,609,002ABSTAIN: 10,260

Largest asset managers voting on “Proposal to eliminate personal liability of officers for monetary damages for breach of certain fiduciary duti” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	16,470,123	0	0	For
Capital Group	13,709,697	0	0	For
Fidelity	5,487,852	161,204	0	For
JPMorgan	0	4,065,150	0	Against
BlackRock	3,866,318	4,006	0	For
MFS	2,587,339	0	0	For
State Street	1,481,311	174	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	0	For
Columbia Threadneedle	1,269,256	0	0	For
Invesco	1,236,838	0	0	For
T. Rowe Price	886,614	0	0	For
Putnam	813,637	0	0	For
Charles Schwab	792,016	0	0	For
TIAA	645,707	0	0	For
Franklin Custodian Funds	0	627,397	0	Against
Lincoln Financial	560,898	7,548	0	For
Dimensional	456,741	0	0	For
Legg Mason	1,525	425,286	0	Against
Bridge Builder Trust	379,677	9,882	0	For
CITY NATIONAL ROCHDALE FUNDS	0	366,975	0	Against
Jackson National	327,401	38,732	0	Mixed
Hartford	352,684	0	0	For
Brighthouse	334,901	591	10,088	For
Lord Abbett	336,903	0	0	For
AMG FUNDS	0	325,000	0	Against

Showing the 25 largest of 165 asset managers. See all 165 in the interactive database.

16. 5. The 2024 Long-Term Incentive Stock Plan, with a vote of

Official resultCOMPENSATIONReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

96% Approved · of votes cast

FOR 96%

FOR: 114,469,555AGAINST: 4,419,417

Details: description as filed, official tally, votes by 189 asset managers

Description as filed by funds: Proposal to approve the 2024 Long- Term Incentive Stock Plan.

NORTHROP GRUMMAN CORP.’s own tally for this item (“5. The 2024 Long-Term Incentive Stock Plan, with a vote of”): 114,469,555 for, 4,419,417 against — passed, per its Form 8-K filed May 16, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5 The shareholders approved the 2024 Long-Term Incentive Stock Plan, with a vote of:”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 189 asset managers below reported 63,543,082 for, 466,746 against, 773 abstained.

FOR

FOR: 63,543,082AGAINST: 466,746ABSTAIN: 773

Largest asset managers voting on “Proposal to approve the 2024 Long- Term Incentive Stock Plan.” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Against	Vote
Vanguard	16,470,123	0	For
Capital Group	13,709,697	0	For
Fidelity	5,649,056	0	For
JPMorgan	4,065,150	0	For
BlackRock	3,870,324	0	For
MFS	2,587,339	0	For
State Street	1,481,311	174	For
INVESTMENT CO OF AMERICA	1,302,961	0	For
Columbia Threadneedle	1,269,256	0	For
Invesco	1,236,838	0	For
T. Rowe Price	886,614	0	For
Putnam	813,637	0	For
Charles Schwab	792,016	0	For
TIAA	645,707	0	For
Franklin Custodian Funds	627,397	0	For
Lincoln Financial	568,446	0	For
Dimensional	456,741	0	For
Legg Mason	426,811	0	For
Bridge Builder Trust	379,677	9,882	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	For
Jackson National	366,133	0	For
Hartford	352,684	0	For
Brighthouse	347,778	0	For
Lord Abbett	336,903	0	For
AMG FUNDS	325,000	0	For

Showing the 25 largest of 189 asset managers. See all 189 in the interactive database.

17. 2. The compensation of the Company's named executive officers, with a vote of

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 33 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%

FOR: 111,978,367AGAINST: 6,734,052

Details: description as filed, official tally, votes by 1,001 asset managers

Description as filed by funds: Proposal to approve, on an advisory basis, the compensation of the Company's Named Executive Officers.

NORTHROP GRUMMAN CORP.’s own tally for this item (“2. The compensation of the Company's named executive officers, with a vote of”): 111,978,367 for, 6,734,052 against — passed, per its Form 8-K filed May 16, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, with a vote of:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 163 asset managers voting on “Proposal to approve, on an advisory basis, the compensation of the Company's Named Executive Officers.” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	16,470,123	0	0	For
Capital Group	13,709,697	0	0	For
Fidelity	5,649,056	0	0	For
JPMorgan	4,065,150	0	0	For
BlackRock	3,870,324	0	0	For
MFS	2,587,339	0	0	For
State Street	1,481,311	174	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	0	For
Columbia Threadneedle	1,269,256	0	0	For
Invesco	1,236,838	0	0	For
T. Rowe Price	883,914	2,700	0	For
Putnam	813,637	0	0	For
Charles Schwab	792,016	0	0	For
TIAA	645,707	0	0	For
Franklin Custodian Funds	627,397	0	0	For
Lincoln Financial	568,446	0	0	For
Dimensional	456,741	0	0	For
Legg Mason	426,811	0	0	For
Bridge Builder Trust	379,677	9,882	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	0	For
Jackson National	366,133	0	0	For
Hartford	352,684	0	0	For
Brighthouse	337,690	0	10,088	For
Lord Abbett	336,903	0	0	For
AMG FUNDS	325,000	0	0	For

Fund voting reports, all 163 managers: 63,811,286 for, 274,502 against, 12,513 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 870 asset managers voting on “Proposal to approve, on an advisory basis, the compensation of the Company's Named Executive Officers.” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Against	Vote
Capital Group	15,684,401	1,500	For
Wellington	5,562,669	0	For
JPMorgan	4,090,617	0	For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/	3,996,492	0	For
BlackRock	3,855,167	1,132	For
State Street	3,624,678	50,689	For
Fidelity	3,171,415	0	For
GEODE CAPITAL MANAGEMENT, LLC	2,945,819	0	For
American Investment Services, Inc.	0	2,599,962	Against
T. Rowe Price	1,419,558	12,682	For
Invesco	1,307,837	0	For
Sanders Capital, LLC	1,240,730	0	For
Putnam	1,158,725	0	For
Northern Trust	1,140,539	8,579	For
Nuveen	913,801	0	For
Clearbridge Investments, LLC	820,963	52	For
Charles Schwab	800,813	0	For
BANK OF AMERICA NA	786,153	0	For
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM	779,129	0	For
BESSEMER TRUST Co NATIONAL ASSOCIATION	777,029	0	For
MELLON INVESTMENTS Corp	724,467	0	For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST	686,901	0	For
FRANKLIN ADVISERS INC	644,760	0	For
AustralianSuper Pty Ltd	625,121	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	616,396	Against

Institutional-manager reports, all 870 managers: 73,619,022 for, 4,680,482 against, 20 withheld, 64,746 abstained, 3,202 not voted, 35 unknown. Showing the 25 largest; see all in the interactive database.

18. 3. The appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 9 wordings of this item as funds reported it.

96% Approved · of votes cast

FOR 96%

FOR: 127,336,041AGAINST: 5,045,391

Details: description as filed, official tally, votes by 172 asset managers

Description as filed by funds: Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's Independent Auditor for fiscal year ending December 31, 2024.

NORTHROP GRUMMAN CORP.’s own tally for this item (“3. The appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2024 with a vote of 127,336,041 shares for, 5,045,391 shares against and 474,351 abstentions”): 127,336,041 for, 5,045,391 against — passed, per its Form 8-K filed May 16, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending December 31, 2024 with a vote of 127,336,041 shares for, 5,045,391 shares against and 474,351 abstentions.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 172 asset managers below reported 62,843,640 for, 1,139,753 against, 10,627 abstained.

FOR

FOR: 62,843,640AGAINST: 1,139,753ABSTAIN: 10,627

Largest asset managers voting on “Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's Independent Auditor for fiscal ye” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	15,777,581	692,542	0	For
Capital Group	13,709,697	0	0	For
Fidelity	5,649,056	0	0	For
JPMorgan	4,065,150	0	0	For
BlackRock	3,870,324	0	0	For
MFS	2,587,339	0	0	For
State Street	1,481,311	174	0	For
INVESTMENT CO OF AMERICA	1,302,961	0	0	For
Columbia Threadneedle	1,269,256	0	0	For
Invesco	1,236,838	0	0	For
T. Rowe Price	886,614	0	0	For
Putnam	813,637	0	0	For
Charles Schwab	792,016	0	0	For
TIAA	645,707	0	0	For
Franklin Custodian Funds	627,397	0	0	For
Lincoln Financial	568,446	0	0	For
Dimensional	456,741	0	0	For
Legg Mason	426,811	0	0	For
Bridge Builder Trust	389,559	0	0	For
CITY NATIONAL ROCHDALE FUNDS	366,975	0	0	For
Jackson National	318,510	47,623	0	Mixed
Hartford	352,641	43	0	For
Brighthouse	337,690	0	10,088	For
Lord Abbett	336,903	0	0	For
AMG FUNDS	325,000	0	0	For

Showing the 25 largest of 172 asset managers. See all 172 in the interactive database.

19. Shareholder proposal to annually conduct an evaluation and issue a report describing the alignment of the Company's…

No official matchHUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE

Combines 5 wordings of this item as funds reported it.

0.5% of fund votes cast · no official result

AGAINST

Details: description as filed, votes by 162 asset managers

Description as filed by funds: Shareholder proposal to annually conduct an evaluation and issue a report describing the alignment of the Company's political activities with its human rights policy.

The 162 asset managers below reported 293,286 for, 59,470,290 against, 128,710 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 293,286AGAINST: 59,470,290ABSTAIN: 128,710

Largest asset managers voting on “Shareholder proposal to annually conduct an evaluation and issue a report describing the alignment of the Comp” at NORTHROP GRUMMAN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	0	16,470,123	0	Against
Capital Group	0	13,709,697	0	Against
Fidelity	0	5,649,056	0	Against
JPMorgan	0	4,065,150	0	Against
MFS	0	2,587,339	0	Against
State Street	915	1,480,570	0	Against
INVESTMENT CO OF AMERICA	0	1,302,961	0	Against
Columbia Threadneedle	0	1,269,256	0	Against
Invesco	0	1,236,838	0	Against
T. Rowe Price	0	886,614	0	Against
Putnam	0	813,637	0	Against
Charles Schwab	0	792,016	0	Against
TIAA	0	645,707	0	Against
Franklin Custodian Funds	0	627,397	0	Against
Lincoln Financial	0	568,446	0	Against
Dimensional	0	456,741	0	Against
Legg Mason	1,525	425,286	0	Against
Bridge Builder Trust	9,882	379,677	0	Against
CITY NATIONAL ROCHDALE FUNDS	0	366,975	0	Against
Jackson National	0	366,133	0	Against
Hartford	43	352,641	0	Against
Brighthouse	0	334,235	11,345	Against
Lord Abbett	0	336,903	0	Against
AMG FUNDS	0	325,000	0	Against
Prudential/PGIM	0	311,475	0	Against

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of May 21, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest NORTHROP GRUMMAN CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 148,088,480 shares outstanding at the time of that meeting.

Fund voting reports: top NORTHROP GRUMMAN CORP. shareholders by shares voted on “Proposal to approve, on an advisory basis, the compensation of the Company's Named Executive…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	11.12%
2	Capital Group	9.26%
3	Fidelity	3.81%
4	JPMorgan	2.75%
5	BlackRock	2.61%
6	MFS	1.75%
7	State Street	1.00%
8	INVESTMENT CO OF AMERICA	0.88%
9	Columbia Threadneedle	0.86%
10	Invesco	0.84%

Institutional-manager reports: top NORTHROP GRUMMAN CORP. shareholders by shares voted on “Proposal to approve, on an advisory basis, the compensation of the Company's Named Executive…”, 2023-2024
#	Asset manager	% of shares outstanding
1	Capital Group	10.59%
2	Wellington	3.76%
3	JPMorgan	2.76%
4	MASSACHUSETTS FINANCIAL SERVICES CO /MA/	2.70%
5	BlackRock	2.60%
6	State Street	2.48%
7	Fidelity	2.14%
8	GEODE CAPITAL MANAGEMENT, LLC	1.99%
9	American Investment Services, Inc.	1.76%
10	T. Rowe Price	0.97%

Reported NORTHROP GRUMMAN CORP. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

NORTHROP GRUMMAN CORP. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
State Street Corporation	9.36%	DEF14A
The Vanguard Group	8.18%	DEF14A
Capital International Investors	7.74%	DEF14A
BlackRock, Inc.	6.41%	DEF14A
Wellington Management	3.55%	13F
Morgan Stanley	2.47%	13F
JPMorgan Chase	1.86%	13F
FMR (Fidelity)	1.64%	13F
Franklin Templeton	1.46%	13F

Percentages above are of 148,088,480 shares outstanding, as reported by NORTHROP GRUMMAN CORP. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from NORTHROP GRUMMAN CORP.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At NORTHROP GRUMMAN CORP.'s shareholder meeting held May 15, 2024, in the 2023-2024 proxy season, 1,004 asset managers reported how they voted in their SEC Form N-PX filings, covering 17,596 separate fund positions. Their filings are grouped here into 19 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Proposal to approve, on an advisory basis, the compensation of the Company's Named Executive… — NORTHROP GRUMMAN CORP.'s filing reports the proposal as approved, with 94% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: NORTHROP GRUMMAN CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 16, 2024.

NORTHROP GRUMMAN CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.