8K Proxy Statement Voting Results (2014)


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 2, 2014
 
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.)
 
13925 Ballantyne Corporate Place, Suite 400
 
 
Charlotte, North Carolina
 
28277
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (704) 869-4600
__________ 
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 19, 2014, a performance share (“PSU”) payout was made to Martin R. Benante, Executive Chairman, David C. Adams, President and Chief Executive Officer, Thomas P. Quinly, Vice President and Chief Operating Officer, Glenn E. Tynan, Vice President and Chief Financial Officer, and Michael J. Denton, former Vice President, General Counsel, and Corporate Secretary on the 2010 PSU grants under Curtiss-Wright’s 2005 Omnibus Long-Term Incentive Plan covering performance for the period 2011-2013.
 
Shown below is the PSU payout table for the performance period 2011-2013:
 
 
 
2011-2013 Target
 
Payout
 
 
US Dollar
Value
 
Number of Shares
 
Payout %
 
US Dollar
Value
 
Number
of Shares
Benante
 
$
1,091,277

 
36,522

 
77
%
 
$
1,741,033

 
28,122

Adams
 
$
439,714

 
14,716

 
82
%
 
$
747,130

 
12,068

Quinly
 
$
221,142

 
7,401

 
80
%
 
$
366,569

 
5,921

Tynan
 
$
387,753

 
12,977

 
77
%
 
$
618,667

 
9,993

Denton
 
$
233,124

 
7,802

 
77
%
 
$
371,955

 
6,008


Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on May 2, 2014. The following matters set forth in the Company’s Proxy Statement dated March 21, 2014, 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
 
40,502,782
 
243,316
David C. Adams
 
40,520,495
 
225,603
Dean M. Flatt
 
40,586,031
 
160,067
S. Marce Fuller
 
40,099,481
 
646,617
Allen A. Kozinski
 
40,542,615
 
203,483
John R. Myers
 
40,008,181
 
737,917
John B. Nathman
 
40,583,469
 
162,629
Robert J. Rivet
 
40,346,180
 
399,918
William W. Sihler
 
40,125,110
 
620,988
Albert E. Smith
 
40,349,031
 
397,067
Stuart W. Thorn
 
40,577,934
 
168,164




2
A proposal seeking ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2014 was approved, with the votes cast as follows:
FOR
 
AGAINST
 
ABSTENTIONS
43,685,474
 
422,255
 
58,212
 
3
A proposal seeking approval of the Company’s 2014 Omnibus Incentive Plan was approved, with the votes cast as follows:


FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
38,473,090
 
2,176,582
 
96,426
 
3,419,843
 
4
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 2014 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
39,563,602
 
1,025,035
 
157,461
 
3,419,843




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 6, 2014