8-KOther EventsExhibits & Filings

CURTISS WRIGHT CORP 8-K Report, Corporate Update (Apr 3, 2013)

Filed April 3, 2013For Securities:CW

Summary

Curtiss-Wright Corporation (CW) filed an 8-K on April 3, 2013, primarily to disclose changes to its executive compensation program that were presented to significant shareholders and advisory groups. The filing details adjustments made in 2012 for implementation in 2013, focusing on aligning executive pay with market median and modifying incentive structures. Key changes include shifting target pay for Named Executive Officers (NEOs) to the 50th percentile of peer companies over three years, with a reduction in Short-Term Incentive (STI) and Long-Term Incentive (LTI) targets. The weighting of individual performance within the STI also remains unchanged. Furthermore, the company updated its financial measures for both annual incentives and long-term incentives, moving from relative performance against peers to absolute targets for operating income and cash flow, and adjusting long-term incentive mix by increasing Performance Share Units (PSUs) and reducing cash-based units.

Key Highlights

  • 1Curtiss-Wright is updating its executive compensation program for 2013, with changes initiated in 2012.
  • 2Target pay for Named Executive Officers (NEOs) is being adjusted to align with the 50th percentile of similar-sized peer companies over a three-year period.
  • 3STI and LTI targets for NEOs have been reduced to meet the 50th percentile alignment.
  • 4Annual incentive financial measures shifted from relative performance against peers to absolute targets (Operating Income, Operating Cash Flow).
  • 5Long-Term Incentive (LTI) mix changed, with a decrease in cash-based performance units and an increase in Performance Share Units (PSUs).
  • 6The CEO voluntarily forfeited a single-trigger Change in Control (CIC) provision, and the company eliminated future CIC agreements with excise tax gross-ups.
  • 7The company remains committed to keeping its burn rate close to 2%.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose changes to Curtiss-Wright Corporation's executive compensation program that were presented to its significant shareholders. These changes aim to better align executive pay with market practices and performance metrics.

The company is adjusting its executive compensation targets so that they align with the 50th percentile (median) of what similar-sized peer companies pay. This involves reducing both Short-Term Incentive (STI) and Long-Term Incentive (LTI) targets for Named Executive Officers (NEOs) over a three-year period.

For annual incentives, the financial measures will now be based on achieving absolute targets for Operating Income and Operating Cash Flow, rather than relative performance against peers. For long-term incentives, the mix is being adjusted to include fewer cash-based performance units and more Performance Share Units (PSUs).

Yes, the CEO has voluntarily forfeited a single-trigger Change in Control (CIC) provision. Additionally, Curtiss-Wright has decided to eliminate future CIC agreements that include excise tax gross-ups for executives.