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 2, 2014
 
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.)	

	
			
13925 Ballantyne Corporate Place, Suite 400	 	 	
Charlotte, North Carolina	 	28277	
(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))

 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(e) On March 19, 2014, a performance share (“PSU”) payout was made to Martin R. Benante, Executive Chairman, David C. Adams, President and Chief Executive Officer, Thomas P. Quinly, Vice President and Chief Operating Officer, Glenn E. Tynan, Vice President and Chief Financial Officer, and Michael J. Denton, former Vice President, General Counsel, and Corporate Secretary on the 2010 PSU grants under Curtiss-Wright’s 2005 Omnibus Long-Term Incentive Plan covering performance for the period 2011-2013.
 
Shown below is the PSU payout table for the performance period 2011-2013:

	
																		
 	 	2011-2013 Target	 	Payout	
 	 	US Dollar
Value	 	Number of Shares	 	Payout %	 	US Dollar
Value	 	Number
of Shares	
Benante	 	$	1,091,277		 	36,522		 	77	%	 	$	1,741,033		 	28,122		
Adams	 	$	439,714		 	14,716		 	82	%	 	$	747,130		 	12,068		
Quinly	 	$	221,142		 	7,401		 	80	%	 	$	366,569		 	5,921		
Tynan	 	$	387,753		 	12,977		 	77	%	 	$	618,667		 	9,993		
Denton	 	$	233,124		 	7,802		 	77	%	 	$	371,955		 	6,008		

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on May 2, 2014. The following matters set forth in the Company’s Proxy Statement dated March 21, 2014, 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	 	40,502,782	 	243,316	
David C. Adams	 	40,520,495	 	225,603	
Dean M. Flatt	 	40,586,031	 	160,067	
S. Marce Fuller	 	40,099,481	 	646,617	
Allen A. Kozinski	 	40,542,615	 	203,483	
John R. Myers	 	40,008,181	 	737,917	
John B. Nathman	 	40,583,469	 	162,629	
Robert J. Rivet	 	40,346,180	 	399,918	
William W. Sihler	 	40,125,110	 	620,988	
Albert E. Smith	 	40,349,031	 	397,067	
Stuart W. Thorn	 	40,577,934	 	168,164	

	
		
2	A proposal seeking ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2014 was approved, with the votes cast as follows:	

					
FOR	 	AGAINST	 	ABSTENTIONS	
43,685,474	 	422,255	 	58,212	

	
		
3	A proposal seeking approval of the Company’s 2014 Omnibus Incentive Plan was approved, with the votes cast as follows:

	
							
FOR	 	AGAINST	 	ABSTENTIONS	 	BROKER NON-VOTES	
38,473,090	 	2,176,582	 	96,426	 	3,419,843	

	
		
4	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 2014 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	
39,563,602	 	1,025,035	 	157,461	 	3,419,843	

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 6, 2014