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 10, 2013
 
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 28, 2013, a performance share (“PSP”) payout was made to Martin R. Benante, Chief Executive Officer, Glenn E. Tynan, Vice President and Chief Financial Officer, David C. Adams, President and Chief Operating Officer, David J. Linton, former Vice President, and Thomas P. Quinly, Vice President on the 2009 PSP grants under Curtiss-Wright’s 2005 Omnibus Long-Term Incentive Plan covering performance for the period 2010-2012.
 
Shown below is the PSP payout table for the performance period 2010-2012:
 
 	 	2010-2012 Target	 	 	Payout	 	
 	 	US Dollar
Value	 	 	Number of Shares	 	 	Payout %	 	 	US Dollar
Value	 	 	Number
of Shares	 	
Benante	 	$	1,168,627	 	 	 	33,678	 	 	 	80	%	 	$	934,922	 	 	 	26,943	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tynan	 	$	418,621	 	 	 	12,064	 	 	 	80	%	 	$	334,924	 	 	 	9,652	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adams	 	$	474,765	 	 	 	13,682	 	 	 	86	%	 	$	408,315	 	 	 	11,767	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Linton	 	$	497,529	 	 	 	14,338	 	 	 	69	%	 	$	343,322	 	 	 	9,894	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Quinly	 	$	229,957	 	 	 	6,627	 	 	 	82	%	 	$	188,595	 	 	 	5,435	 	
 
Item 5.07 Submission of Matters to a Vote of Security Holders
 
The Company held its Annual Meeting of Stockholders on May 10, 2013. The following matters set forth in the Company’s Proxy Statement dated March 28, 2013, 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	38,384,428	 	942,456	 	
Dean M. Flatt	38,820,778	 	506,106	 	
S. Marce Fuller	32,896,691	 	6,430,193	 	
Allen A. Kozinski	34,798,984	 	4,527,900	 	
John R. Myers	32,798,752	 	6,528,132	 	
John B. Nathman	38,902,935	 	423,949	 	
Robert J. Rivet	38,261,182	 	1,065,702	 	
William W. Sihler	38,424,255	 	902,629	 	
Albert E. Smith	38,267,333	 	1,059,551	 	

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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 2013 was approved, with the votes cast as follows:	
 
FOR	 	AGAINST	 	ABSTENTIONS	
41,322,039	 	843,019	 	129,391	
 
	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 2013 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	
30,597,570	 	8,294,507	 	434,807	 	2,967,565	
 
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 13, 2013

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