UNITED STATES
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 7, 2010
CURTISS-WRIGHT CORPORATION
( Exact Name of Registrant as Specified in Its Charter)

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

10 Waterview Boulevard	 	 	
Parsippany, New Jersey	 	07054	
(Address of Principal Executive Offices)	 	(Zip Code)	

Registrant’s telephone number, including area code: (973) 541-3700
--------------
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))

 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
           On May 11, 2010, a performance share plan (“PSP”) payout was made to Martin R. Benante, Chief Executive Officer, Glenn E. Tynan, Chief Financial Officer, David J. Linton, Co-Chief Operating Officer, David C. Adams, Co-Chief Operating Officer, and Michael J. Denton, General Counsel on the 2006 PSP grants under Curtiss-Wright Corporation’s (the “Company”) 2005 Omnibus Long-Term Incentive Plan covering performance for the period 2007-2009.
           Shown below is the PSP payout table for the performance period 2007-2009:

 	 	2007-2009 Target	 	 	 	 	
 	 	    US Dollar     	 	    Number of    	 	 	 	     Payout     	
 	 	Value	         	Shares	         	     Payout %     	         	Shares	
 	 	 	 	 	 	 	 	 	
Benante	 	$210,000	 	5,718	 	83.50%	 	4,775	
 	 	 	 	 	 	 	 	 	
Tynan	 	$196,560	 	5,352	 	83.50%	 	4,469	
 	 	 	 	 	 	 	 	 	
Denton	 	$163,134	 	4,442	 	83.50%	 	3,710	
 	 	 	 	 	 	 	 	 	
Adams	 	$201,825	 	5,495	 	92.78%	 	5,099	
 	 	 	 	 	 	 	 	 	
Linton	 	$222,300	 	6,053	 	85.73%	 	5,190	

Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on May 7, 2010. The following matters set forth in the Company’s Proxy Statement dated March 26, 2010, 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.
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1.     	The nominees listed below were elected directors with the respective votes set forth opposite their names:	

 	 	 	FOR	 	WITHELD	 	
 	Martin R. Benante	 	36,791,693	 	1,662,988	 	
 	S. Marce Fuller	 	36,202,738	 	2,251,943	 	
 	Allen A. Kozinski	 	37,478,890	 	975,791	 	
 	Carl G. Miller	 	37,847,215	 	607,466	 	
 	William B. Mitchell	 	36,733,713	 	1,720,968	 	
 	John R. Myers	 	35,672,359	 	2,782,322	 	
 	John B. Nathman	 	37,837,594	 	617,087	 	
 	William W. Sihler	 	37,083,086	 	1,371,596	 	
 	Albert E. Smith	 	37,856,140	 	598,541	 	

2.     	A proposal seeking ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2010 was approved, with the votes cast as follows:	
 	
 	FOR	 	AGAINST	 	ABSTENTIONS	
 	41,217,223	 	84,517	 	75,533	

3.     	A proposal seeking approval of an amendment to the Company’s 2005 Omnibus Long-Term Incentive Plan was approved, with the votes cast as follows:	
 	
 	FOR	 	AGAINST	 	ABSTENTIONS	 	BROKER NON-VOTES	
 	31,608,166	 	6,179,823	 	666,685	 	2,922,599	

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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 12, 2010
 
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