8-KLeadership ChangesCorporate Changes

CURTISS WRIGHT CORP 8-K Report, Executive Changes (Nov 17, 2008)

Filed November 17, 2008For Securities:CW

Summary

Curtiss-Wright Corporation (CW) filed an 8-K on November 17, 2008, announcing significant executive and corporate governance changes. The most notable event is the creation of two new Co-Chief Operating Officer positions, filled by David J. Linton and David C. Adams. These promotions reflect the company's strategy to elevate key leaders into broader operational roles, with Mr. Adams also taking on responsibility for the Metal Treatment segment. Additionally, Edward Bloom, Vice President and President of the Metal Treatment segment, announced his upcoming retirement in April 2009. The filing also details amendments to the company's bylaws, effective February 15, 2008, concerning advance notice requirements for stockholder business and director nominations. These updated bylaws aim to provide greater clarity and oversight, requiring more comprehensive disclosures from shareholders regarding ownership, derivative interests, and potential conflicts when proposing new directors or business. These changes are designed to streamline the evaluation process for the Board and shareholders.

Key Highlights

  • 1David J. Linton and David C. Adams appointed as Co-Chief Operating Officers.
  • 2Edward Bloom, VP and President of Metal Treatment, announced his retirement effective April 30, 2009.
  • 3David C. Adams will assume responsibility for the Metal Treatment segment in addition to his COO role.
  • 4The company amended and restated its bylaws on February 15, 2008.
  • 5Bylaw amendments enhance requirements for stockholder nominations of directors and proposals of business.
  • 6New bylaws require increased disclosure on stock ownership, derivative instruments, and potential conflicts for nominees and proposers.
  • 7The changes are intended to clarify guidelines and prevent disputes regarding advance notice and stockholder actions.

Frequently Asked Questions

Curtiss-Wright announced the promotion of David J. Linton and David C. Adams to newly created Co-Chief Operating Officer positions. Additionally, Edward Bloom, the current Vice President and President of the Metal Treatment segment, announced his retirement effective April 30, 2009.

David C. Adams, in addition to his new role as Co-COO, will assume responsibility for the Corporation's Metal Treatment segment. This consolidation of leadership aims to streamline operations and leverage his experience across different segments.

The company amended its bylaws to introduce more detailed and comprehensive advance notice requirements for stockholders wishing to nominate directors or propose other business at annual meetings. These changes require greater transparency regarding stock ownership, derivative positions, hedging activities, and potential conflicts of interest from both the proposing stockholder and any nominated directors.

The filing states that neither Mr. Linton nor Mr. Adams has entered into a new employment agreement. They will continue to participate in previously disclosed compensation plans in a materially consistent manner to how they did prior to their promotions. There were also no transactions exceeding $120,000 where they had a material interest.