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): April 1, 2013
 
CURTISS WRIGHT CORPORATION
( Exact Name of Registrant as Specified in Its Charter)
 
Delaware	1-134	13-0612970	
 	 	 	
State or Other
Jurisdiction of
Incorporation or
Organization	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 8.01 OTHER EVENTS
 
On April 1, 2013, the registrant provided the attached presentation to its significant shareholders and their shareholder advisory groups to better explain changes on the registrant’s executive compensation program. This presentation was consistent with the disclosure provided in the registrant’s proxy statement. The significant changes to the registrant’s compensation programs and practices are as follows:

2012 Compensation Practices	 	Changes for 2013	
• Target pay shift to 50th %ile for similar sized peers
    – NEOs STI/LTI targets reduced and adjusted over 3 years to meet 50th %ile	 	• No change from 2012	
 	 	 	
• NEO Individual weighting 20% of STI goal	 	• No change from 2012	
 	 	 	
• Annual Incentive Financial Measures
    – Relative Op. Inc. Margin vs. Peers
    – Cash Flow from Ops. Conversion vs. Peers	 	• Annual Incentive Financial Measures
   – Operating Income vs. target
   – Operating Cash Flow vs. target	
 	 	 	
• LT Incentive Mix
    – 0% Options
    – 30% RSUs
    – 30% PSUs
    – 40% Cash-Based PUs	 	• LT Incentive Mix
   – 0% Options
   – 30% RSUs
   – 40% PSUs
   – 30% Cash-Based PUs	
 	 	 	
• PSU Measures
   – TSR vs. Peers	 	• No change from 2012	
 	 	 	
• Cash-Based PU measures
   – ROC vs. Peers
    – Sales Growth vs. Peers	 	• Cash-Based PU measures
   – Return on Net Assets (RONA) vs. target
   – Sales Growth vs. target	
 	 	 	
• CEO voluntarily forfeited single trigger Change in Control (CIC) provision
• Eliminated future CIC agreements with excise tax gross-ups	 	• No change from 2012	
 	 	 	
• Commitment to keep burn rate close to 2%	 	• No change from 2012	

A copy of the Compensation Presentation is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
(a) Not applicable.
 
(b) Not applicable.
 
(c) Exhibits.
 
99. Compensation Presentation dated April 1, 2013.

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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 	CURTISS WRIGHT CORPORATION	 	
 	 	 	
 	By:	/s/ Glenn E. Tynan	 	
 	 	Glenn E. Tynan	 	
 	 	Vice-President and	 	
 	 	Chief Financial Officer	 	
 	 	 	 	
Date:  April 1, 2013	 	 	 	

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EXHIBIT INDEX
 
Exhibit
Number	 	Description	
99.1	 	Compensation Presentation dated April 1, 2013.	

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Exhibit 99.1

Curtiss - Wright Proxy Update Presentation April 2013

	

Recap of the First Two Years of Say on Pay • In April 2011, ISS and Glass - Lewis recommended an “Against” vote for Curtiss Wright’s “Say on Pay” proposal and the Shareholders voiced their concerns by voting similarly to ISS and GL • In 2011 & 2012, Management, the Executive Compensation Committee, and the Executive Compensation Consultant worked together to develop a pay program to improve pay - for - performance linkage and gain Say on Pay support in 2012 • In October 2011, Management and the Executive Compensation Committee communicated our revised pay program to ISS, GL and its Shareholders • In April 2012, Curtiss - Wright received a more favorable outcome 2

	

Changes and Favorable SOP in 2012 3 Past Compensation Practices Changes in 2012 • Target pay at 75th %ile • Target pay shift to 50th %ile for similar sized peers – NEOs STI/LTI targets reduced and adjusted over 3 years to meet 50th %ile • NEO Individual weighting 40% of STI goal • NEO Individual weighting 20% of STI goal • Annual Incentive Financial Measures • Operating Income vs. target • Annual Incentive Financial Measures – Relative Op. Inc. Margin vs. Peers – CF from Ops. Conversion vs. Peers • Long - Term Incentive Mix – 20% Options – 20% Restricted Stock Units ( RSUs) – 30% Performance Share Units (PSUs) – 30% Cash - Based Performance Units ( PUs) • LT Incentive Mix – 0% Options – 30% RSUs – 30% PSUs – 40% Cash - Based PUs • PSU Measures – Net income vs. target – Net Income as percent of sales vs. peers • PSU Measures – TSR vs. Peers • Cash - Based PU measures – ROC vs. target – Sales Growth vs. target • Cash - Based PU measures – ROC vs. Peers – Sales Growth vs. Peers • CEO had single trigger CIC provision • CEO voluntarily forfeited single trigger Change in Control (CIC) provision • Eliminated future CIC agreements with excise tax gross - ups • No burn rate commitment • Commitment to keep burn rate close to 2% • SOP “Yes”: 37% • SOP “Yes”: 96%

	

New Developments • Compensation Committee: Two new members have joined the Executive Compensation Committee • Compensation Consultant: The Compensation Committee had replaced Pay Governance LLC with Farient Advisors LLC • Management: – David Adams has been named President and Chief Operating Officer of Curtiss - Wright Corporation – Paul Ferdenzi has been named Vice President – Human Resources, Associate General Counsel and Assistant Secretary of Curtiss - Wright Corporation 4

	

Practical Issues with Relative Financial Goals • Relative TSR measure works well • But relative financial performance benchmarks in Short - and Long - term plans have created issues – Does not encourage senior managers to drive business unit strategic plans through established goals and objectives – Creates disconnect between senior managers and lower level managers for whom peer company performance is less relevant (driven more by direct market comparisons) – Creates practical issues in that not all peer performance is reported in time to make payouts in compliance with I.R.C. code 5

	

Modifications for 2013 6 2012 Compensation Practices Changes for 2013 • Target pay shift to 50th %ile for similar sized peers – NEOs STI/LTI targets reduced and adjusted over 3 years to meet 50th %ile • No change from 2012 • NEO Individual weighting 20% of STI goal • No change from 2012 • Annual Incentive Financial Measures – Relative Op. Inc. Margin vs. Peers – Cash Flow from Ops. Conversion vs. Peers • Annual Incentive Financial Measures – Operating Income vs. target – Operating Cash Flow vs. target • LT Incentive Mix – 0% Options – 30% RSUs – 30% PSUs – 40% Cash - Based PUs • LT Incentive Mix – 0% Options – 30% RSUs – 40% PSUs – 30% Cash - Based PUs • PSU Measures – TSR vs. Peers • No change from 2012 • Cash - Based PU measures – ROC vs. Peers – Sales Growth vs. Peers • Cash - Based PU measures – Return on Net Assets (RONA) vs. target – Sales Growth vs. target • CEO voluntarily forfeited single trigger Change in Control (CIC) provision • Eliminated future CIC agreements with excise tax gross - ups • No change from 2012 • Commitment to keep burn rate close to 2% • No change from 2012 CW 2013 Changes to Pay Programs

	

Robust Goal - Setting in Relative Context 7 Company Historical Performance Company Annual Budget Historical Total Shareholder Return Prospective Total Shareholder Return Industry Index (if available) Peer Historical Performance Cost of Capital Analyst Views: Industry Company Peers Shareholder Value Models (i.e., performance needed to support the stock price) Company Goal Goal - Setting Process Peer Goals (to be completed in 2013)

	

Short - Term MICP: Funded Primarily by Financial Success 8 (1) Interpolate for performance between discrete points 2013 Short - Term MICP Weighting CW Business Unit Individual Award as a % of Target (1) Operating Income Operating Cash Flow Operating Income Operating Cash Flow Individual Performance Weighting: Corporate Executives 60% 20% 0% 0% 20% Top Business Unit Execs 15% 0% 45% 20% 20% Other Officers 60% 0 – 10% 0% 0% 30 – 40% Other BU Participants 0% 0% 60% 20% 20% Leverage: Maximum Individual Ratings 200% Target 100% Threshold 50% Below Threshold 0% Confidential

	

Long - Term Incentive Plan (LTIP): Balance of Measures 9 2013 - 2015 PSU 2013 - 2015 Cash - Based PU Plan CW Level CW Level Business Unit TSR vs. Peers Payout % of RONA (2) Sales Growth RONA (2) Sales Growth Payout % of (%ile) Target (1) (%) (CAGR %) (%) (CAGR %) Target (1) Weighting Corporate Executives 100 % 50% 50% 0% 0% Top Business Unit Execs 100% 0% 0% 50% 50% Other Officers 100% 50% 50% 0% 0% Other BU Participants 100 % 0% 0% 50% 50% Leverage Maximum ≥ 90 th 200 % 200 % Target 50 th 100 % 100 % Threshold 25 th 50 % 25 % Below Threshold < 25th 0 % 0 % (1) Interpolate for performance between discrete points (2) Return on Net Assets ( RONA) defined as Net Income / Avg . Net Assets (Total Assets excluding Goodwill Less Current Liabilities ) 2013 PSU and Cash - Based PU Plans Confidential

	

NEOs Moving Closer to P50 Targets 10 Short - Term MICP Target % Long - Term LTI Target % Position 2011 2012 2013 2011 2012 2013 Chairman & CEO 105% 105% 105% 375% 285% 270% President & COO 90% 85% 85% 260% 240% 240% President, Flow Control 90% 85% 75% 260% 240% 175% V.P. - Finance (CFO) 80% 75% 75% 250% 210% 185% President CW Controls 75% 75% 75% 195% 195% 185% VP, Gen’l Counsel & Sec’y 70% 60% 60% 185% 130% 130% Changes to Incentive Targets • Salary changes – No change to CEO – Only promotional/market adjustments for a few others

	

Pay for Performance: Continued Priority • Compensation philosophy targeted at P50 for similarly - size peers • NEOs’ incentive targets to P50 over 3 years • Balanced use of performance measures that drive TSR • Heavier weighting on PSU Plan, driven by relative TSR • Absolute STI and LTI incentive goals based on both internal and external context. • Continued management of burn rate 11