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, 2023
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.)	

130 Harbour Place Drive, Suite 300			
Davidson,	North Carolina		28036	
(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))

Securities registered pursuant to Section 12(b) of the Act:
									
Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
Common Stock	CW	New York Stock Exchange	

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).		
		Emerging growth company	☐	
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐	

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on May 4, 2023. The following matters set forth in the Company’s Proxy Statement dated March 24, 2023, 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	
Lynn M. Bamford		30,590,762		1,882,121	
Dean M. Flatt		30,983,967		1,488,916	
S. Marce Fuller		29,449,727		3,023,156	
Bruce D. Hoechner		31,586,497		886,386	
Glenda J. Minor		31,466,919		1,005,964	
Anthony J. Moraco		31,315,469		1,157,414	
William F. Moran		32,292,126		180,757	
Robert J. Rivet		30,165,425		2,307,458	
Peter C. Wallace		28,531,106		3,941,777	
Larry D. Wyche		32,292,433		180,450	

2.A proposal seeking ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 was approved, with the votes cast as follows:
																					
FOR		AGAINST		ABSTENTIONS			
35,196,332		718,099		49,520			
3.A proposal seeking approval of an amendment to the Curtiss-Wright Corporation Annual Incentive Compensation Plan to expand the class of employees eligible to receive awards under the plan was approved, with the votes cast as follows:    
																					
FOR		AGAINST		ABSTENTIONS		BROKER NON-VOTES	
31,824,729		591,717		56,887		3,491,068	
    
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 2023 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	
29,814,211		2,538,002		120,670		3,491,068	

5.A proposal seeking approval, on an advisory (non-binding) basis, the frequency of future stockholder advisory votes approving the compensation of the Company’s named executive officers, with the votes cast as follows:    
																					
ONE YEAR		TWO YEARS		THREE YEARS		ABSTENTIONS	
31,573,718		17,706		826,247		55,212	

Based on these results, and consistent with the Board’s recommendation, the Board has determined that the Company will hold an advisory vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of such votes.

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/ K. Christopher Farkas	
		K. Christopher Farkas	
		Vice President and	
		Chief Financial Officer	
			
Date: May 5, 2023