Current Report Filing (8-k)

0000026324False00000263242021-05-062021-05-06

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 6, 2021

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: [phone]

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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.									☐

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Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on May 6, 2021. The following matters set forth in the Company’s Proxy Statement dated March 24, 2021, 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
David C. Adams						32,010,842						929,754
Lynn M. Bamford						32,376,183						564,413
Dean M. Flatt						32,740,305						200,291
S. Marce Fuller						31,642,346						1,298,250
Bruce D. Hoechner						32,812,372						128,224
Glenda J. Minor						32,731,935						208,661
Anthony J. Moraco						32,799,024						141,572
John B. Nathman						32,194,003						746,593
Robert J. Rivet						32,591,672						348,924
Peter C. Wallace						32,711,296						229,300

2.A proposal seeking ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021 was approved, with the votes cast as follows:

FOR						AGAINST						ABSTENTIONS
36,019,837						313,008						40,350

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 2021 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
31,341,816						1,344,753						254,027						3,432,599

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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/ K. Christopher Farkas
						K. Christopher Farkas
						Vice President and
						Chief Financial Officer
Date: May 7, 2021