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): April 17, 2013

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

On April 18, 2013, Kaman Corporation (the “Company”) issued a press release announcing that Robert D. Starr has been appointed Senior Vice President and Chief Financial Officer of the Company, effective as of July 1, 2013.  He succeeds William C. Denninger, who notified the Company that he will be retiring from the Company, effective as of June 30, 2013.  A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference in response to this Item 5.02.

5.02(b) – Resignation of Principal Financial Officer.

On April 17, 2013, William C. Denninger, Executive Vice President and Chief Financial Officer (Principal Financial Officer) of the Company, notified the Company that he will be retiring, effective as of June 30, 2013, and he resigned all of his positions with the Company and its affiliates, effective as of such date.

5.02(c) – Appointment of Principal Financial Officer.

On April 17, 2013, the Board of Directors of the Company appointed Robert D. Starr, age 45, Senior Vice President and Chief Financial Officer of the Company, effective as of July 1, 2013.  Mr. Starr has served as Vice President and Treasurer of the Company since April 2009, and he will continue to serve as Treasurer of the Company until a successor is appointed.

Before joining the Company, Mr. Starr served as the Assistant Treasurer of Crane Co., a $2.6 billion diversified manufacturer of highly engineered industrial products, from 2007 to 2009.  Before joining Crane, Mr. Starr served as Managing Director, Corporate Finance, at Aetna, Inc. and as Director, Capital Markets and Risk Management, at Fisher Scientific International, Inc.  He was previously an associate at both Salomon Smith Barney in New York and Chase Securities, Inc. in New York and Singapore.  He is a 1989 graduate of the University of Michigan, where he received a bachelor's degree in accounting, and a 1997 graduate of the University of Chicago Graduate School of Business, where he received an MBA in finance and marketing.  He is a Certified Public Accountant.

Mr. Starr has no family relationships with any Director or executive officer of the Company, and Mr. Starr has no understandings or arrangements with any person pursuant to which he was selected as an officer of the Company.  In addition, Mr. Starr has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

On April 17, 2013, the Board approved, and the parties have since signed, an offer of promotion setting forth the material terms and conditions of Mr. Starr’s continued employment with the Company (the “Promotion Letter”).  A copy of the Promotion Letter is attached as Exhibit 10.1 to this report and is incorporated herein by reference in response to this Item 5.02(c).

The Promotion Letter provides, as follows:

­▪ Mr. Starr will become Senior Vice President and Chief Financial Officer on July 1, 2013.  He will report directly to the President and Chief Executive Officer.

­▪ His transition will begin immediately.

­▪ He will receive an annualized base salary of $280,000, payable monthly, which will be reviewed again at the June 4, 2013 meeting of the Personnel & Compensation Committee of the Board of Directors (the “P&C Committee").

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­▪ It is expected that Mr. Starr will enter into a change in control agreement that will be substantially similar to the change in control agreements that have been provided to the Company’s other non-CEO executive officers.

­▪ He will be part of the executive group eligible for annual cash incentives in accordance with the Company’s policies and procedures.  His initial annual incentive target will be 40% of his base salary, which will be reviewed at the June 4, 2013 meeting of the P&C Committee.

­▪ It is expected that he will participate in the Kaman Long-Term Incentive Program that begins in January 2014, with a target level equal to 90% of his base salary.

­▪ He will receive an automobile allowance of $1,704 per month.

­▪ He will continue to be eligible to participate in the Kaman Medical Expense Reimbursement Plan (the “MERP”) for the remainder of 2013, but he will no longer be eligible to participate in the MERP beginning as of January 1, 2014.

The preceding summary of the Promotion Letter is qualified in its entirety by reference to the full text of the Promotion Letter, a copy of which is attached as Exhibits 10.1 to this report.

Item 9.01.                      Financial Statements and Exhibits

(c)         Exhibits

The following documents are filed as Exhibits herewith:

Exhibit 10.1 – Promotion Letter, dated April 17, 2013, between Kaman Corporation and Robert D. Starr.

Exhibit 99.1 - Press Release dated April 18, 2013, announcing the appointment of Robert D. Starr and the retirement of William C. Denninger.

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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/ Shawn G. Lisle
	Shawn G. Lisle
	Senior Vice President and
	General Counsel

Date:  April 18, 2013

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KAMAN CORPORATION AND SUBSIDIARIES

Index to Exhibits

Exhibit	Description
10.1	Promotion Letter, dated April 17, 2013, between Kaman Corporation and Robert D. Starr.	Attached
99.1	Exhibit 99.1 - Press Release dated April 18, 2013, announcing the appointment of Robert D. Starr and the retirement of William C. Denninger.	Attached

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EX-10.1

Neal J. Keating

Chairman of the Board

President and Chief Executive Officer

neal.keating@kaman.com

Kaman Corporation

1332 Blue Hills Avenue, P.O. Box 1

Bloomfield, CT  06002

P (860) 243-7410

F (860) 502-1267

www.kaman.com

April 17, 2013

Mr. Robert D. Starr

10 Stockbridge Drive

Avon, CT 06001

Dear Rob:

I am pleased to confirm our Kaman Corporation offer of promotion.  The key components of the offer are the following:

·   Your title will change to Senior Vice President and Chief Financial Officer, effective with Bill Denninger’s retirement on July 1, 2013. You will report directly to me.

·   Your transition will begin effective April 17, 2013 with an executive grade 07.

·   Your base salary will be $23,333.33 per month, annualized to $280,000.00.  Your salary will be reviewed again at the June 4, 2013 Personnel & Compensation Committee meeting.

·   This CFO position will qualify you as an “executive officer” of Kaman Corporation and in that regard, the Board of Directors has agreed to provide you with a change in control agreement in the form that has been provided to executive officers other than the CEO on July 1, 2013.

·   You will be part of the executive group eligible for cash incentives in accordance with the Company’s policies and procedures. The incentive target for your position will be 40% of your base salary. The maximum incentive is 200% of target, and you must be an active employee at the end of each fiscal year to be eligible for the payment. Your incentive target will also be re-evaluated at the June 4, 2013 Personnel & Compensation Committee meeting.

Mr. Robert D. Starr

Page 2

April 17, 2013

·   You will participate in the Kaman Long-Term Incentive Program that begins in January 2014 and has a three-year performance period at a target level of 90%. This is subject to Board of Director approval at the February 2014 meeting, when all the participants in this plan are approved.  This program will have a one-year, a two-year, and a three-year component with corresponding performance periods.  From April 17, 2013, you will participate at the 90% target level for the current stock awards (LTI) program for the remainder of the calendar year.

·   We will provide you with an auto allowance of $1,704 per month effective April 17, 2013, which will be included in your monthly check.

·   You will continue to be eligible to participate in the Kaman Medical Expense Reimbursement Plan (MERP) for the remainder of 2013.  Effective January 1, 2014, you will no longer be eligible for MERP benefits.

This offer is subject to all the standard terms and conditions of employment required by Kaman of its employees, including management’s periodic evaluation of your job performance.

If this is acceptable to you, Rob, please sign and date one copy of this letter and return it to me at your earliest convenience.

Rob, I am excited by the prospect of your joining the Kaman senior executive team and for us to work together.  There are many challenges ahead, but I am confident that you will help us deliver on the full potential of our business.

Sincerely,

/s/  Neal J. Keating

GTT/mao

Accepted and Agreed to this 17th day of April, 2013

­/s/ Robert D. Starr                                 

Robert D. Starr

EX-99.1

	NEWS RELEASE
	Kaman Corporation Bloomfield, CT USA P (860) 243-7100 www.kaman.com

ROBERT D. STARR NAMED CFO AT KAMAN;

WILLIAM C. DENNINGER TO RETIRE

BLOOMFIELD, Connecticut (April 18, 2013) Kaman Corp. (NYSE:KAMN) today announced that Robert D. Starr, 45, has been appointed to the position of Senior Vice President and Chief Financial Officer (CFO) effective as of July 1, 2013, upon the retirement of William C. Denninger, Executive Vice President and CFO, on June 30, 2013.  Starr will report to Neal J. Keating, Chairman, President and Chief Executive Officer of the Company.

Starr, who joined the Company in 2009, currently serves as Vice President and Treasurer.   His responsibilities in that position have included management and oversight of the Company’s treasury department, banking relationships, capital market transactions and investment management of the assets of the Company’s tax-qualified retirement plans.

“Rob’s experience, drive, intellect and passion for our company make him the right choice to serve as Kaman’s next CFO.  In his time with the Company, he has effectively led us through a number of capital market transactions and transformed the administration and investment policy of our pension plan.  He integrated quickly into Kaman’s management team, has developed a thorough knowledge of each of our businesses, and is ready to take on this new opportunity,” stated Neal Keating.

“I also would like to congratulate Bill on his well-earned retirement.  His leadership and counsel over these last five years have been invaluable to me as CEO.  Bill developed a strong team of finance executives which allowed us to thoughtfully and carefully consider highly-qualified internal candidates for the CFO role as part of our succession planning process.  Bill has been part of a leadership group that has completed eleven acquisitions and a number of capital market transactions that have kept the Company well-capitalized to finance our growth objectives.  He has had a long and distinguished career as a finance executive, and I wish him well in his retirement,” Keating added.

Starr commented, “I am pleased to have the opportunity to lead Kaman’s finance organization.  This is a great company with outstanding growth opportunities, and Bill has built a solid team as we continue to pursue our goals of accelerated growth and improved profitability.”

Prior to joining Kaman, Starr was employed by Crane Co. (NYSE: CR) of Stamford, Connecticut, a $2.6 billion diversified manufacturer of highly engineered industrial products, where he served as Assistant Treasurer.  He also previously served as Managing Director, Corporate Finance at Aetna, Inc. of Hartford, Connecticut and as Director, Capital Markets and Risk Management at Fisher Scientific International, Inc. of Hampton, New Hampshire.  Starr also was an associate at both Salomon Smith Barney in New York and Chase Securities, Inc. in New York and Singapore.  He began his career as an auditor with Laventhol & Horwath in New York.  Starr received a Master of Business Administration degree in finance and marketing from the University of Chicago Graduate School of Business in 1997, and he holds a bachelor’s degree in accounting from the University of Michigan, which he received in 1989.  He is also a Certified Public Accountant.

Rob, his wife Ming and their three children live in Avon, Connecticut.

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 atwww.kaman.com.

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Contact:

Eric Remington

VP, Investor Relations

(860) 243-6334

eric.remington@kaman.com