8-K

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

March 11, 2015

Date of Report (Date of earliest event reported)

ESTERLINE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-06357	13-2595091
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)
500-108th Avenue NE, Bellevue, Washington		98004
(Address of principal executive offices)		(Zip Code)

(425) 453-9400

(Registrant’s telephone number, including area code)

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:

¨ Written communication 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.

Effective immediately following the Annual Meeting of Shareholders (the “2015 Annual Meeting”) of Esterline Technologies Corporation (“Esterline”) on March 11, 2015, Jerry D. Leitman retired from the Esterline Board of Directors. In addition, effective March 11, 2015, Mr. Henry W. Winship resigned from the Board of Directors. Neither Mr. Leitman nor Mr. Winship resigned due to a disagreement with Esterline. As previously reported in Esterline’s proxy statement in connection with the 2015 Annual Meeting, Mr. Leitman’s retirement from the Board occurred in accordance with the Company’s Corporate Governance Guidelines, which require directors to tender their resignation prior to the annual meeting of shareholders following their 72^nd birthday. Mr. Winship resigned for general business reasons that are referenced in an Esterline press release issued on March 12, 2015, which is filed as Exhibit 99.1 to this report. As a result of the resignations, the Board reduced the number of authorized members of the Board of Directors to eight.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2015 Annual Meeting held on March 11, 2015, the shareholders acted on the following proposals:

(a) Proposal 1 – Election of Directors. The shareholders elected each of the director nominees set forth below for a three-year term expiring at the 2018 annual meeting. The shareholders voted as follows:

	Votes Cast
Name	For		Against		Abstain		Broker Non-Votes
Delores M. Etter		28,418,977		197,853		308,116		1,177,711
Mary L. Howell		28,392,759		222,780		309,407		1,177,711
Gary E. Pruitt		28,207,121		409,643		308,182		1,177,711

(b) Proposal 2 – Advisory Vote on Executive Compensation. The shareholders approved, on an advisory basis, the compensation of Esterline’s named executive officers for the fiscal year ended October 31, 2014. The shareholders voted as follows:

Votes Cast
For	Against	Abstain	Broker Non-Votes
24,173,411	4,406,227	345,308	1,177,711

(c) Proposal 3 – Ratification of Ernst & Young LLP as Esterline’s Independent Registered Public Accounting Firm. The shareholders ratified the selection of Ernst & Young LLP as Esterline’s independent registered public accounting firm for the fiscal year ending October 2, 2015. The shareholders voted as follows:

Votes Cast
For	Against	Abstain
29,784,340	294,680	23,637

Item 8.01. Other Events.

On March 12, 2015, Esterline announced that its Board of Directors has approved an increase of $200 million to its existing share repurchase program. With this increase, Esterline is authorized to repurchase up to $400 million of outstanding shares of common stock from time to time, depending on market conditions, share price and other factors, under the program. Repurchases may be made in the open market or through private transactions, in accordance with SEC requirements. Esterline may enter into a Rule 10(b)5-1 plan designed to facilitate the repurchase of all or a portion of the repurchase amount. The repurchase program does not require Esterline to acquire a specific number of shares. The press release issued by Esterline and filed as Exhibit 99.1 to this report also describes the share repurchase program.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Esterline Technologies Corporation dated March 12, 2015.

SIGNATURES

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.

	ESTERLINE TECHNOLOGIES CORPORATION
Dated: March 12, 2015	By:	/s/ ROBERT D. GEORGE
	Name:	Robert D. George
	Title:	Vice President, Chief Financial Officer & Corporate Development

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Esterline Technologies Corporation dated March 12, 2015.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
Contact:	Julie Albrecht
	(425) 453-9400

ESTERLINE AUTHORIZES ADDITIONAL $200 MILLION

SHARE REPURCHASE

BELLEVUE, Wash., March 12, 2015 – Esterline Corporation (NYSE: ESL) (www.esterline.com), a leading specialty manufacturer serving the global aerospace and defense markets, today announced that its board of directors has approved an increase to its stock repurchase program, authorizing the company to repurchase in the aggregate up to an additional $200 million of its outstanding common stock. The increase brings the company’s total authorization to $400 million. The initial $200 million buyback program was announced in June 2014 and has approximately $70 million remaining for repurchases.

“This additional stock repurchase authorization reflects the board’s and the management team’s confidence in Esterline’s long-term strategy to drive profitable growth, increase margins and improve our return on invested capital,” said Curtis Reusser, Chief Executive Officer of Esterline.

The company also announced that Jerry D. Leitman and Henry W. (Jay) Winship stepped down from the company’s board of directors at its most recent regular meeting, held on March 11, 2015. Mr. Leitman, who retired from the board in accordance with company policy, has been a member of Esterline’s board of directors since 1998 and has recently served as the Chair of its Nominating & Corporate Governance Committee and as a member of its Compensation Committee. Mr. Winship has been a member of the board of directors since 2012 and has recently served as a member of both the Compensation Committee and Strategy & Technology Committee.

Reusser said, “On behalf of the company and the board of directors, I’d like to thank Jay and Jerry for their contributions and service to Esterline. Their expertise and deep experience have been extremely valuable to us and our shareholders, particularly in our recent charting of a new strategic course for the company.”

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Page 2 of 2 Esterline Authorizes Additional $200 Million Share Repurchase

Winship, a Principal and Senior Managing Director at Relational Investors LLC, added, “Esterline has proven to be an excellent investment over the last five years and the company’s management team and the board are well positioned to execute against their strategic plan. We have accomplished our objectives and our work with the company is an excellent example of Relational’s style of collaborative and persistent engagement with our portfolio companies to create significant long-term shareholder value. I am grateful to Curtis and fellow board members for the opportunity to work with them in serving the company’s shareholders.”

Leitman, retired Chairman and CEO of FuelCell Energy, added, “It has been a pleasure working with the team at Esterline for the past 17 years. I have seen the company grow and evolve during that time and I look forward to seeing even more success from Esterline in the years to come.”

About Esterline

Esterline Corporation is a leading worldwide supplier to the aerospace and defense industry specializing in three core areas: Advanced Materials; Avionics & Controls; and Sensors & Systems. With annual sales approaching $2 billion, Esterline employs roughly 12,000 people worldwide. Operations within the Advanced Materials segment focus on technologies including high-temperature-resistant materials and components used for a wide range of military and commercial aerospace purposes, and combustible ordnance and electronic warfare countermeasure products. Operations within the Avionics & Controls segment focus on technology interface systems for commercial and military aircraft and similar devices for land- and sea-based military vehicles, cockpit integration systems, secure communications systems, specialized medical equipment, and other high-end industrial applications. The Sensors & Systems segment includes operations that produce high-precision temperature and pressure sensors, specialized harsh-environment connectors, electrical power distribution equipment, and other related systems principally for aerospace and defense customers.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will,” or the negative of such terms, or other comparable terminology. These forward-looking statements are only predictions based on the current intent and expectations of the management of Esterline, are not guarantees of future performance or actions, and involve risks and uncertainties that are difficult to predict and may cause Esterline’s or its industry’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Esterline’s actual results and the timing and outcome of events may differ materially from those expressed in or implied by the forward-looking statements due to risks detailed in Esterline’s public filings with the Securities and Exchange Commission including its most recent Annual Report on Form 10-K.

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