8-K 1 c73802_8k.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 10, 2013

 

CURTISS-WRIGHT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   1-134   13-0612970
         
(State or Other
Jurisdiction of
Incorporation)		   (Commission File
Number)		   (IRS Employer
Identification No.)

 

10 Waterview Boulevard    
Parsippany, New Jersey   07054
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (973) 541-3700

 

 

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) On March 28, 2013, a performance share (“PSP”) payout was made to Martin R. Benante, Chief Executive Officer, Glenn E. Tynan, Vice President and Chief Financial Officer, David C. Adams, President and Chief Operating Officer, David J. Linton, former Vice President, and Thomas P. Quinly, Vice President on the 2009 PSP grants under Curtiss-Wright’s 2005 Omnibus Long-Term Incentive Plan covering performance for the period 2010-2012.

 

Shown below is the PSP payout table for the performance period 2010-2012:

 

   2010-2012 Target   Payout 
   US Dollar
Value		   Number of Shares   Payout %   US Dollar
Value		   Number
of Shares		 
Benante  $1,168,627    33,678    80%  $934,922    26,943 
                          
Tynan  $418,621    12,064    80%  $334,924    9,652 
                          
Adams  $474,765    13,682    86%  $408,315    11,767 
                          
Linton  $497,529    14,338    69%  $343,322    9,894 
                          
 Quinly  $229,957    6,627    82%  $188,595    5,435 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The Company held its Annual Meeting of Stockholders on May 10, 2013. The following matters set forth in the Company’s Proxy Statement dated March 28, 2013, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, were voted upon with the results indicated below.

 

  1. The nominees listed below were elected directors with the respective votes set forth opposite their names:

 

  FOR   WITHELD
Martin R. Benante 38,384,428   942,456  
Dean M. Flatt 38,820,778   506,106  
S. Marce Fuller 32,896,691   6,430,193  
Allen A. Kozinski 34,798,984   4,527,900  
John R. Myers 32,798,752   6,528,132  
John B. Nathman 38,902,935   423,949  
Robert J. Rivet 38,261,182   1,065,702  
William W. Sihler 38,424,255   902,629  
Albert E. Smith 38,267,333   1,059,551  
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2.A proposal seeking ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2013 was approved, with the votes cast as follows:

 

FOR   AGAINST   ABSTENTIONS
41,322,039   843,019   129,391

 

3.A proposal seeking approval, on an advisory basis, of a resolution approving the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement for the 2013 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and accompanying narrative disclosure therein was approved, with the votes cast as follows:

 

FOR   AGAINST   ABSTENTIONS   BROKER NON-VOTES
30,597,570   8,294,507   434,807   2,967,565

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CURTISS-WRIGHT CORPORATION  
       
  By:  /s/ Glenn E. Tynan  
    Glenn E. Tynan  
    Vice-President and  
    Chief Financial Officer  

 

Date: May 13, 2013

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