8-KLeadership ChangesShareholder Matters

CURTISS WRIGHT CORP 8-K Report, Executive Changes (May 6, 2014)

Filed May 6, 2014For Securities:CW

Summary

This 8-K filing from Curtiss-Wright Corp (CW) on May 6, 2014, primarily details the outcomes of the company's Annual Stockholders Meeting held on May 2, 2014, and a performance share unit (PSU) payout to key executives. The PSU payout, related to the 2011-2013 performance period under the 2005 Omnibus Long-Term Incentive Plan, resulted in payouts to executives including the Executive Chairman and CEO that exceeded target amounts in some cases, with actual dollar values and share counts provided. The annual meeting saw the election of all listed director nominees with strong majority support and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2014. Furthermore, shareholders approved the 2014 Omnibus Incentive Plan and an advisory resolution to approve executive compensation, indicating general shareholder confidence in the company's governance and compensation practices.

Key Highlights

  • 1Curtiss-Wright Corp held its Annual Stockholders Meeting on May 2, 2014, with key outcomes reported.
  • 2Performance Share Unit (PSU) payouts were made to top executives, including the Executive Chairman and CEO, for the 2011-2013 performance period, with actual payouts detailed.
  • 3All nominated directors were elected with significant majority shareholder approval.
  • 4Deloitte & Touche LLP was ratified as the Company's independent registered public accounting firm for 2014.
  • 5Shareholders approved the 2014 Omnibus Incentive Plan.
  • 6An advisory vote to approve executive compensation was passed by a substantial majority of shareholders.

Frequently Asked Questions

The PSU payout for the 2011-2013 performance period saw actual payouts exceeding target for several executives, including Martin R. Benante (Executive Chairman) and David C. Adams (President and CEO). For instance, Mr. Benante's payout was 77% of target in terms of performance, resulting in a dollar value of $1,741,033 from 28,122 shares, and Mr. Adams' payout was 82% of target, resulting in $747,130 from 12,068 shares.

No, there were no changes reported regarding the departure or appointment of directors. All listed director nominees were elected by shareholders at the Annual Meeting of Stockholders, indicating continued confidence in the current board.

Shareholders approved, on an advisory basis, the compensation paid to the named executive officers. The proposal received strong support with 39,563,602 'FOR' votes, compared to 1,025,035 'AGAINST' votes.

The approval of the 2014 Omnibus Incentive Plan is significant as it provides the company with a framework to offer equity-based compensation to employees, officers, and directors in the future, which is a common tool for attracting, retaining, and motivating talent and aligning their interests with shareholders.