8-KLeadership ChangesCorporate ChangesExhibits & Filings

CURTISS WRIGHT CORP 8-K Report, Executive Changes (Feb 13, 2014)

Filed February 13, 2014For Securities:CW

Summary

Curtiss-Wright Corporation (CW) announced on February 11, 2014, two key updates relevant to its corporate governance. First, the Board of Directors elected Stuart W. Thorn as a new member, effective until the 2014 Annual Meeting of Shareholders. Mr. Thorn brings extensive executive experience, having served as President and CEO of Southwire Company and holding senior financial and operating roles at Beaulieu of America, Inc., Campbell Soup Company, Inc., and S.C. Johnson Inc. His background in finance and operations is expected to be a valuable asset to the company's strategic direction. Second, the Board of Directors adopted an amendment to the company's By-Laws. This amendment increases the maximum number of Board members from ten to eleven individuals. The exact number of directors will be determined by the Board itself. This expansion provides greater flexibility for the Board in managing its composition and potentially adding directors with diverse expertise.

Key Highlights

  • 1Stuart W. Thorn appointed to the Board of Directors.
  • 2Mr. Thorn possesses significant experience as CEO of Southwire Company and in various senior financial and operational roles at other large corporations.
  • 3The Board of Directors' size has been expanded to a maximum of eleven members.
  • 4The exact number of directors will now be fixed by the Board of Directors.
  • 5This filing signifies a focus on strengthening board composition and governance structure.
  • 6No related-party transactions involving Mr. Thorn exceeding $120,000 were disclosed.

Frequently Asked Questions

Mr. Thorn's election is significant as he brings a wealth of executive leadership experience, particularly in finance and operations from large manufacturing and consumer goods companies like Southwire and Campbell Soup. This expertise can contribute to strategic decision-making and oversight, potentially benefiting the company's performance and shareholder value.

Increasing the maximum number of board members to eleven provides Curtiss-Wright with greater flexibility. It allows the Board to recruit directors with specialized skills or diverse perspectives as needed, without immediate constraints. This can enhance the Board's effectiveness in overseeing the company's strategy and operations.

Based on the filing, there were no disclosed transactions or proposed transactions involving Mr. Thorn where he had a material direct or indirect interest exceeding $120,000. This suggests the company has assessed and found no immediate conflicts of interest related to his appointment.

Mr. Thorn will stand for re-election at Curtiss-Wright's 2014 Annual Meeting of Shareholders.