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 4, 2012
 
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.)

 	
 
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.
 
(e) On March 27, 2012, a performance share (“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 Thomas P. Quinly, Vice President on the 2008 PSP grants under Curtiss-Wright’s 2005 Omnibus Long-Term Incentive Plan covering performance for the period 2009-2011.
Shown below is the PSP payout table for the performance period 2009-2011:

 	 	2009-2011 Target	 	Payout	
 	 	   US Dollar
Value	Number of Shares	 	Payout %	US Dollar
Value	Number
of Shares	
 	 	 	 	 	 	 	 	
Benante	$1,281,805	34,550	 	80.0%	$1,025,444	27,640	
 	 	 	 	 	 	 	 	
Tynan	 	$459,150	12,376	 	80.0%	$367,327	9,901	
 	 	 	 	 	 	 	 	
Adams	 	$520,736	14,036	 	84.0%	$437,446	11,791	
 	 	 	 	 	 	 	 	
Linton	 	$545,741	14,710	 	74.0%	$403,871	10,886	
 
Quinly	 	$252,206	  6,798	 	84.0%	$211,878	5,711	
 
Item 5.07 Submission of Matters to a Vote of Security Holders
 
The Company held its Annual Meeting of Stockholders on May 4, 2012. The following matters set forth in the Company’s Proxy Statement dated March 30, 2012, 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		
Martin R. Benante	39,336,665	   800,315		
Dean M. Flatt	39,837,705	   299,275		
S. Marce Fuller	34,662,798	5,474,182		
Allen A. Kozinski	39,184,397	   952,583		
John R. Myers	39,061,130	1,075,850		
John B. Nathman	39,834,961	   302,019		
Robert J. Rivet	39,833,425	   303,555		
William W. Sihler	39,693,053	   443,927		
Albert E. Smith	39,834,395	   302,585		

 
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2.  A proposal seeking ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012 was approved, with the votes cast as follows:

FOR	AGAINST	ABSTENTIONS	
42,770,607	254,863	34,755	
 
	3.	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 2012 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	
38,362,899	1,289,139	484,942	2,923,245	

 
 
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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 8, 2012

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