8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 22, 2012 (February 20, 2012)

Kaman Corporation

(Exact Name of Registrant as Specified in Its Charter)

Connecticut

(State or Other Jurisdiction of Incorporation)

0-1093	06-0613548
(Commission File Number)	(IRS Employer Identification No.)
1332 Blue Hills Avenue, Bloomfield, Connecticut	06002
(Address of Principal Executive Offices)	(Zip Code)

(860) 243-7100

(Registrant's Telephone Number, Including Area Code)

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):

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

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

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

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

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Item 8.01   Other Events.

Named Executive Officer Appointments

On February 22, 2012, the Company announced that Mr. Gregory L. Steiner, President of Kaman Aerospace Group, Inc., the Company’s Aerospace segment, has been appointed to the additional position of Executive Vice President of the Company. Similarly, Mr. Steven J. Smidler, President of Kaman Industrial Technologies Corporation, the Company’s Industrial Distribution segment, has been appointed to the additional position of Executive Vice President of the Company.  As business segment presidents, both of these executives are integral to the performance and growth of Company as a whole and the Executive Vice President titles reflect that importance. The Company also announced that William C. Denninger, the Company’s Senior Vice President and Chief Financial Officer, has been promoted to Executive Vice President and Chief Financial Officer, which reflects his crucial role in achieving the Company’s strategic goals.

There were no changes in compensation, management agreements, or benefits associated with any of these appointments.

The Company’s announcement regarding the appointments is attached to this Form 8-K as Exhibit 99.1.

Amendment to Kaman Corporation 2003 Stock Incentive Plan

At its February 20, 2012 meeting, the Company’s Board of Directors (the “Board”), upon recommendation of the Personnel and Compensation Committee, approved amendments to the Company’s 2003 Stock Incentive Plan (the “Plan”) in order to prohibit the repricing of stock options and stock appreciation rights without shareholder approval (the “Amendment”).  The Company does not intend to reprice stock options or stock appreciation rights without shareholder approval or except in connection with a corporate transaction, as defined in the Amendment.  The adoption of the Amendment formally memorializes the intent of the Company in this regard.  

Specifically, the Amendment provides that, except in connection with a corporate transaction, the exercise price of an outstanding stock option or stock appreciation right may not be reduced without shareholder approval, nor may an outstanding stock option or stock appreciation right be surrendered in exchange for cash or other equity awards having an exercise price less than the fair market value of the originally issued stock option or stock appreciation right without shareholder approval.  The Amendment applies to all Plan participants, including all of the Named Executive Officers listed in the Company’s 2011 Proxy Statement filed with the Securities and Exchange Commission on February 28, 2011.

The above summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment.

A copy of the Amendment to the 2003 Stock Incentive Plan is attached to this Form 8-K as Exhibit 99.2.

Item 9.01  Financial Statements and Exhibits

(c)         Exhibits

The following documents are filed as Exhibits herewith:

Exhibit 99.1 - Press Release dated February 22, 2012 announcing the appointments for Gregory L. Steiner, Steven J. Smidler and William C. Denninger.

Exhibit 99.2 - Amendment to Kaman Corporation 2003 Stock Incentive Plan.

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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.

KAMAN CORPORATION
By:	/s/ Candace A. Clark
	Candace A. Clark
	Senior Vice President,
	Chief Legal Officer and Secretary

Date: February 22, 2012

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KAMAN CORPORATION AND SUBSIDIARIES

Index to Exhibits

Exhibit	Description
99.1	Press Release dated February 22, 2012 announcing the appointments for Gregory L. Steiner, Steven J. Smidler and William C. Denninger	Attached
99.2	Amendment to Kaman Corporation 2003 Stock Incentive Plan	Attached

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EX-99.1

Kaman Corporation Bloomfield, CT 06002 (860) 243-7100	NEWS

KAMAN CORPORATION PROMOTES FIVE OFFICERS

BLOOMFIELD, Connecticut (February 22, 2012) Kaman Corporation (NYSE: KAMN) today announced that it has promoted five officers to positions with the parent corporation, all reporting to Neal J. Keating, Chairman, President and CEO.  These appointments were made by the Board of Directors at a meeting this week and are effective immediately.

Gregory L. Steiner, President, Kaman Aerospace Group has been promoted to the additional position of Executive Vice President, Kaman Corporation.  Steiner, 54, was named to his role as President of the Aerospace Group upon joining Kaman in 2008.  Prior to joining Kaman he had a seventeen-year career with Rockwell Collins, Inc.; and was Vice President, Systems for GE Aviation – Systems in Santa Ana, California.  Steiner received his bachelor’s degree in engineering and economics from Union College in Schenectady, New York in 1979 and his Executive MBA from the University of Iowa in Iowa City in 1994.  He was a pilot in the U.S. Air Force and Reserve attaining the rank of Captain.

Steven J. Smidler, President, Kaman Industrial Technologies has been promoted to the additional position of Executive Vice President, Kaman Corporation.  Smidler, 53, became President in 2010, having joined the subsidiary in 2009 as Chief Operating Officer.  Smidler previously held executive positions at Eaton Corporation’s Powerware Division and Rockwell Automation with assignments throughout the Americas and Europe.  A 1981 graduate of Purdue University with a bachelor’s degree in electrical engineering technology, he received an MBA from the Fuqua School of Business at Duke University in 2007.

William C. Denninger, 61, has been named Executive Vice President and Chief Financial Officer (CFO).CFO since 2008, he previously served in the same role at Barnes Group, Inc., a Bristol, Connecticut based global industrial products manufacturer and distributor.  He also served as a member of the Board of Directors.  Prior to that, he had a fifteen year career with BTR Plc, a U.K. based diversified multi billion dollar global manufacturing firm, rising to the position of CFO-Americas.  He began his career with ITT Corporation and served in a number of increasingly responsible positions with the company, and was ultimately general manager ITT Hoffman.  Denninger received his bachelor’s degree in marine transportation from the State University of New York in New York City in 1972 and his MBA in international finance from New York University in 1977.

Lowell J. Hill, 67, has been promoted to Senior Vice President – Human Resources.  Hill joined the Company in 2001 as Vice President – Human Resources.  He previously served in the same role at Mueller Industries, Memphis, Tennessee.  Prior to joining Mueller Industries in 1995, he held the senior human resources executive positions with Harvard Industries, Inc. and Integrated Component Systems, Inc., both in Farmingdale, New Jersey.  Following graduate school in 1969, Hill worked for Monsanto Company for five years in labor relations.  In 1974, he joined Emerson Electric Company, where he worked for 13 years, serving as Division Vice President of Human Resources for two divisions in Ohio and Pennsylvania with domestic and international locations.  Hill received his bachelor’s degree in business administration in 1967, and his master’s degree in industrial relations in 1969, both from the University of Minnesota.

Philip A. Goodrich, 55, has been named Senior Vice President - Corporate Development.  Goodrich joined Kaman in 2009 as Vice President - Business Development.  He was previously Senior Vice President, Corporate Development with Barnes Group, Inc.  Goodrich held similar positions with Ametek, Inc., Paoli, Pennsylvania; and General Signal Corporation, Stamford, Connecticut.  He was previously with Joseph E. Seagram & Sons, Inc. and Philip Morris, Inc. both of New York, New York.  Goodrich is a 1977 graduate of Purdue University, West Lafayette, Indiana, with a bachelor’s degree in mechanical engineering.  He received an MBA in finance from the Wharton Graduate School at the University of Pennsylvania in 1979.

“Since joining the Company, each of these executives has played a key role in our overall growth. These promotions to senior corporate officer positions recognize their leadership role and importance to our continued success. Greg and Steve will remain responsible for guiding their respective businesses.  In addition Bill, Lowell and Phil have each provided outstanding leadership in key areas and have built a strong foundation to support our continued growth,” stated Keating.

About Kaman Corporation

Kaman Corporation, founded in 1945 by aviation pioneer Charles H. Kaman, and headquartered in Bloomfield, Connecticut conducts business in the aerospace and industrial distribution markets.  The company produces and/or markets widely used proprietary aircraft bearings and components; complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft; aerostructure engineering design analysis and FAA certification services; safe and arm solutions for missile and bomb systems for the U.S. and allied militaries; subcontract helicopter work; and support for the company’s SH-2G Super Seasprite maritime helicopters and K-MAX medium-to-heavy lift helicopters.  The company is a leading distributor of industrial parts, and operates more than 200 customer service centers and five distribution centers across North America.  Kaman offers more than four million items including bearings, mechanical power transmission, electrical, material handling, motion control, fluid power, automation and MRO supplies to customers in virtually every industry.  Additionally, Kaman provides engineering, design and support for automation, electrical, linear, hydraulic and pneumatic systems as well as belting and rubber fabrication, customized mechanical services, hose assemblies, repair, fluid analysis and motor management.  More information is available at www.kaman.com. 

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Contact:

Eric Remington

Vice President, Investor Relations

(860) 243-6334

Eric.Remington@kaman.com

EX-99.2

Exhibit 99.2

AMENDMENT TO

KAMAN CORPORATION 2003 STOCK INCENTIVE PLAN

THIS AMENDMENT made by Kaman Corporation for the purpose of amending the Kaman Corporation 2003 Stock Incentive Plan,

WITNESSETH:

WHEREAS, by written plan instrument effective February 23, 2003, Kaman Corporation (“Corporation”) adopted the Kaman Corporation 2003 Stock Incentive Plan (“Plan”); and

WHEREAS, the Corporation reserved the right, in Section 14 thereof, to amend the Plan; and

WHEREAS, the Corporation now wishes to amend the Plan in the particulars set forth below; and

NOW, THEREFORE, the Corporation hereby amends the Plan as follows, as of the effective dates set forth below and in the following particulars:

1.           The following paragraph is added to the end of Section 12 effective as of February 20, 2012:

“Notwithstanding anything to the contrary in the Plan, except in connection with a corporate transaction involving the Corporation (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding Incentive Stock Options, Non-Statutory Stock Options or Stock Appreciation Rights or cancel outstanding Incentive Stock Options, Non-Statutory Stock Options or Stock Appreciation Rights in exchange for cash, other awards or Incentive Stock Options, Non-Statutory Stock Options or Stock Appreciation Rights with an exercise price that is less than the Fair Market Value of the original Incentive Stock Options, Non-Statutory Stock Options or Stock Appreciation Rights without stockholder approval.”

2.           All references to “NASDAQ Global Market” in Sections 2(p), 2(v), 6(e)(iv), 7(a) and 16(b), respectively, are replaced by the words “New York Stock Exchange” effective as of February 7, 2012.

EXCEPT AS AMENDED HEREIN, the terms, conditions and provisions of the Plan as amended are confirmed and remain unchanged.

IN WITNESS WHEREOF, Kaman Corporation has caused this Amendment to be executed on its behalf by its duly authorized officer this 20th day of February, 2012.

ATTEST:		KAMAN CORPORATION
/s/ Candace A. Clark	By:	/s/ William C. Denninger
Candace A. Clark		William C. Denninger
Senior Vice President, Chief Legal Officer		Executive Vice President and
and Secretary		Chief Financial Officer