8-KShareholder Matters

CURTISS WRIGHT CORP 8-K Report, Shareholder Vote Results (May 12, 2017)

Filed May 12, 2017For Securities:CW

Summary

This 8-K filing from Curtiss-Wright Corporation (CW) on May 12, 2017, reports on the outcomes of its Annual Meeting of Stockholders held on May 11, 2017. The primary focus of the filing is the voting results on several key corporate governance and executive compensation matters. Key outcomes include the election of all nominated directors, the ratification of Deloitte & Touche LLP as the independent auditor for 2017, and the re-approval of performance goals for the company's incentive compensation plan. Furthermore, stockholders provided advisory approval for executive compensation and voted for an annual frequency of such advisory votes going forward. These results generally indicate strong shareholder support for management's proposed actions and governance structure.

Key Highlights

  • 1All nominated directors were elected with a significant majority of For votes, demonstrating shareholder confidence in the board's leadership.
  • 2Shareholders overwhelmingly ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2017.
  • 3The company's Incentive Compensation Plan performance goals were re-approved, ensuring continued alignment with Internal Revenue Code requirements.
  • 4An advisory proposal to approve executive compensation was passed, indicating shareholder support for the company's executive pay practices.
  • 5Shareholders voted overwhelmingly in favor of holding an annual advisory vote on executive compensation, signaling a preference for regular shareholder input on this matter.
  • 6The Board of Directors has determined to hold annual advisory votes on executive compensation, consistent with the majority shareholder preference.

Frequently Asked Questions

The main items voted on included the election of directors, ratification of the independent auditor (Deloitte & Touche LLP), re-approval of performance goals for the incentive compensation plan, an advisory vote on executive compensation, and an advisory vote on the frequency of future executive compensation votes.

Yes, shareholders approved, on an advisory basis, the resolution approving the compensation paid to the company's named executive officers with a substantial majority of 'For' votes.

Based on the voting results, shareholders overwhelmingly supported an annual vote on executive compensation. Consequently, the Board of Directors has determined that the company will hold an advisory vote to approve the compensation paid to its named executive officers every year.

While all proposals passed, the advisory vote on executive compensation received the highest number of 'Against' votes and 'Abstentions' compared to other proposals. The frequency of executive compensation votes also showed a significant number of 'Broker Non-Votes' and 'Abstentions', with 'One Year' being the overwhelmingly preferred frequency.