Document


                                                                                                                                                           
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2018
CURTISS-WRIGHT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware
1-134
13-0612970
(State or Other
Jurisdiction of
Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)

130 Harbour Place Drive, Suite 300
 
 
Davidson, North Carolina
 
28036
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code: (704) 869-4600
--------------
Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
 
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]





Item 5.07 Submission of Matters to a Vote of Security Holders

Curtiss-Wright Corporation (the “Company”) held its Annual Meeting of Stockholders on May 10, 2018. The following matters set forth in the Company’s Proxy Statement dated March 23, 2018, which was filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, were voted upon with the results indicated below.

1.
The nominees listed below were elected directors with the respective votes set forth opposite their names:
 
 
FOR
 
WITHELD
David C. Adams
 
37,164,320
 
845,826
Dean M. Flatt
 
37,786,673
 
223,473
S. Marce Fuller
 
37,618,374
 
391,772
Rita J. Heise
 
37,812,289
 
197,857
Bruce D. Hoechner
 
37,815,500
 
194,646
Allen A. Kozinski
 
37,601,735
 
408,411
John B. Nathman
 
37,859,590
 
150,556
Robert J. Rivet
 
37,786,135
 
224,011
Albert E. Smith
 
37,637,871
 
372,275
Peter C. Wallace
 
37,778,319
 
231,827

2.
A proposal seeking ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2018 was approved, with the votes cast as follows:
FOR
 
AGAINST
 
ABSTENTIONS
 
 
40,842,604
 
344,102
 
14,779
 
 

3.
A proposal seeking approval of the amendments to the Curtiss-Wright Corporation Employee Stock Purchase Plan, as amended, including to increase the total number of shares of the Company’s common stock reserved for issuance under the plan by 750,000 shares was approved, with the votes cast as follows:
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
37,693,391
 
265,266
 
51,489
 
3,191,339

1.
A proposal seeking approval, on an advisory basis, of a resolution approving the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement for the 2018 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and accompanying narrative disclosure therein was approved, with the votes cast as follows:
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
37,487,998
 
405,838
 
116,310
 
3,191,339
.





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
CURTISS-WRIGHT CORPORATION
 
 
By: /s/ Glenn E. Tynan
 
 
Glenn E. Tynan
 
 
Vice President and
 
 
Chief Financial Officer
 
 
 
Date: May 11, 2018