8-KLeadership ChangesShareholder Matters

CURTISS WRIGHT CORP 8-K Report, Executive Changes (May 12, 2011)

Filed May 12, 2011For Securities:CW

Summary

This Form 8-K filing by Curtiss-Wright Corporation (CW) on May 12, 2011, details two key events. Firstly, the Board of Directors elected to waive the mandatory retirement age for director William B. Mitchell for one year. This decision was made to ensure a smoother transition for the Board, mitigating the impact of replacing three directors over the next three years due to the age policy. Mr. Mitchell, a former executive at Texas Instruments and a long-serving director at Curtiss-Wright, will continue to provide valuable experience and continuity. Secondly, the filing discloses the payout of performance-based restricted stock units (PSPs) for the 2008-2010 performance period to several key executive officers, including the CEO and CFO. The payouts were generally around the target percentage, indicating the company's performance during that period. The filing also reports the outcomes of the Annual Stockholder Meeting held on May 6, 2011, where most proposals passed, including the ratification of auditors and amendments to compensation plans. Notably, an advisory vote on executive compensation did not receive majority approval, prompting the company to review its executive compensation system.

Key Highlights

  • 1Curtiss-Wright's Board waived the mandatory retirement policy for director William B. Mitchell for one additional year to ensure a smooth transition amidst expected higher board turnover.
  • 2The waiver for Mr. Mitchell is intended to preserve Board continuity, experience, and culture during a period of replacing three directors over three years.
  • 3Performance-based restricted stock units (PSPs) were paid out to senior executives, including the CEO and CFO, for the 2008-2010 performance period.
  • 4The company held its Annual Stockholder Meeting on May 6, 2011, and reported voting results on various proposals.
  • 5The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2011 was ratified by stockholders.
  • 6Stockholders approved amendments to the Company’s Incentive Compensation Plan and Employee Stock Purchase Plan.
  • 7An advisory proposal to approve the compensation paid to named executive officers (Say-on-Pay) did not pass with majority support, indicating shareholder concern.

Frequently Asked Questions

The Board waived the mandatory retirement policy for Mr. William B. Mitchell, who would have turned 75, for one year. This decision was made to prevent a significant disruption to the Board's operations and culture due to the upcoming replacement of three directors over three years. Retaining Mr. Mitchell provides continuity and allows for an orderly transition, ensuring new directors benefit from his experience.

The advisory proposal seeking stockholder approval of the compensation paid to the company's named executive officers did not pass with majority support. The 'FOR' votes were significantly lower than the 'AGAINST' votes. Curtiss-Wright has stated that its management, Executive Compensation Committee, and Board will consider these results and look for ways to enhance the executive compensation system.

Yes, the filing reports that a performance-based restricted stock unit (PSP) payout was made on April 11, 2011, for the 2007 grants covering the 2008-2010 performance period to key executives, including Martin R. Benante (CEO), Glenn E. Tynan (CFO), and others. The payouts were generally around 77-83% of the target.

Stockholders voted overwhelmingly in favor of holding an advisory vote on executive compensation every year. The 'ONE YEAR' option received the highest number of votes, and the Board has determined that the company will hold such advisory votes annually.