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 4, 2012

 

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 27, 2012, a performance share (“PSP”) payout was made to Martin R. Benante, Chief Executive Officer, Glenn E. Tynan, Chief Financial Officer, David J. Linton, Co-Chief Operating Officer, David C. Adams, Co-Chief Operating Officer, and Thomas P. Quinly, Vice President on the 2008 PSP grants under Curtiss-Wright’s 2005 Omnibus Long-Term Incentive Plan covering performance for the period 2009-2011.

Shown below is the PSP payout table for the performance period 2009-2011:


    2009-2011 Target   Payout
       US Dollar
Value		 Number of Shares   Payout % US Dollar
Value		 Number
of Shares
               
Benante $1,281,805 34,550   80.0% $1,025,444 27,640
               
Tynan   $459,150 12,376   80.0% $367,327 9,901
               
Adams   $520,736 14,036   84.0% $437,446 11,791
               
Linton   $545,741 14,710   74.0% $403,871 10,886

 

Quinly

   $252,206   6,798   84.0% $211,878 5,711

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The Company held its Annual Meeting of Stockholders on May 4, 2012. The following matters set forth in the Company’s Proxy Statement dated March 30, 2012, 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 39,336,665    800,315
Dean M. Flatt 39,837,705    299,275
S. Marce Fuller 34,662,798 5,474,182
Allen A. Kozinski 39,184,397    952,583
John R. Myers 39,061,130 1,075,850
John B. Nathman 39,834,961    302,019
Robert J. Rivet 39,833,425    303,555
William W. Sihler 39,693,053    443,927
Albert E. Smith 39,834,395    302,585
             

 

 

2

 

 

2.  A proposal seeking ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012 was approved, with the votes cast as follows:

 

FOR AGAINST ABSTENTIONS
42,770,607 254,863 34,755

 

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 2012 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
38,362,899 1,289,139 484,942 2,923,245

 

 

 

3

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 8, 2012

 

4