8-KOther EventsExhibits & Filings

CURTISS WRIGHT CORP 8-K Report, Corporate Update (Nov 19, 2012)

Filed November 19, 2012For Securities:CW

Summary

Curtiss-Wright Corporation announced a significant governance change on November 11, 2012, when its Board of Directors adopted the principle of majority voting in director elections. This change, effective immediately, amends the Company's Corporate Governance Guidelines. Under the new policy, if a director nominee who is unopposed and recommended by the Board receives more 'withheld' votes than 'for' votes, they will be required to tender their resignation. The Board will then review the resignation, considering factors such as the reasons for withheld votes, the director's service, qualifications, contributions, and the overall composition of the Board. This move signals a commitment to increased shareholder accountability and responsiveness. Investors can interpret this as a positive step towards aligning management and board interests with those of the shareholders, providing a mechanism for shareholders to express dissatisfaction with director performance. The company made this announcement via a press release on November 19, 2012.

Key Highlights

  • 1Curtiss-Wright Corporation's Board of Directors adopted a majority voting policy for director elections.
  • 2Under the new policy, nominees must receive more 'for' votes than 'withheld' votes to be elected.
  • 3Directors who fail to receive majority support will tender their resignation.
  • 4The Board will review tendered resignations, considering various factors before making a decision.
  • 5This policy applies to director elections where only nominees recommended by the Board are on the ballot.
  • 6The change aims to enhance shareholder accountability and responsiveness.
  • 7The updated Corporate Governance Guidelines are available on the company's website.

Frequently Asked Questions

Curtiss-Wright Corporation's Board of Directors has adopted a policy of majority voting in director elections. This means that director nominees must receive more votes 'for' their election than votes 'withheld' to be elected.

If a director nominee, in an uncontested election, receives more 'withheld' votes than 'for' votes, they are required to tender their resignation to the Board. The Board will then decide whether to accept the resignation.

The Board will consider factors such as the reasons why shareholders withheld their votes, the director's length of service and qualifications, their contributions to the company, and the overall mix of skills and attributes of the Board members.

This policy increases shareholder accountability for directors and provides a formal mechanism for shareholders to express their dissatisfaction with a director's performance. It aims to better align the interests of the Board with those of the shareholders.