Form 8-K - Current report

0000026324False00000263242024-11-142024-11-14

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): November 13, 2024

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2024, Curtiss-Wright Corporation (the “Company”) announced that Paul J. Ferdenzi, Vice President, General Counsel, and Corporate Secretary, will be retiring from the Company at year-end and stepping down from his positions as General Counsel and Corporate Secretary, effective November 13, 2024. Mr. Ferdenzi will remain with the Company as a Vice President until December 31, 2024.

In accordance with the Company’s succession plan, Mr. Ferdenzi will be succeeded by George P. McDonald, who was previously Deputy General Counsel, as Vice President, General Counsel, and Corporate Secretary of the Company, effective November 13, 2024, reporting to Lynn M. Bamford, Chair and Chief Executive Officer of the Company. Prior to his appointment as Deputy General Counsel, Mr. McDonald previously served as an Associate General Counsel of the Company from February 1999 to May 2024.

A copy of the press release regarding these leadership transitions, dated November 14, 2024, is furnished with this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

99.1 Press Release dated November 14, 2024, announcing leadership transitions.

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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: November 14, 2024

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact: Jim Ryan
[phone]
[e-mail]

CURTISS-WRIGHT ANNOUNCES RETIREMENT OF PAUL J. FERDENZI AND APPOINTMENT OF GEORGE P. MCDONALD AS NEW GENERAL COUNSEL AND CORPORATE SECRETARY

DAVIDSON, N.C.­­ – November 14, 2024 -- Curtiss-Wright Corporation (NYSE: CW) today announced that Paul J. Ferdenzi, Vice President, General Counsel and Corporate Secretary, plans to retire after a distinguished 25-year career with the Company. Mr. Ferdenzi will continue to serve as a Vice President of the Company to assist the Executive Team with the transition until his retirement at the end of this year.

As part of its formal succession plan, the Board of Directors announced that, effective immediately, George P. McDonald has been promoted to Vice President, General Counsel and Corporate Secretary, and has been named an officer of the Company. Mr. McDonald has served as the Company’s Deputy General Counsel since May 2024 and previously as Associate General Counsel since 1999. In his new role, Mr. McDonald will report directly to Lynn M. Bamford, Chair and Chief Executive Officer.

“On behalf of the Board of Directors and the entire Curtiss-Wright team, I want to thank Paul for the tremendous leadership, thoughtful counsel and devotion that he has contributed to our organization throughout the past 25 years,” said Lynn M. Bamford, Chair and CEO of Curtiss-Wright Corporation. “During his tenure, he has been an invaluable colleague, guiding the Company through significant chapters in its history, managing complex legal matters and corporate transactions, and developing and executing the transformation of our HR organization, while maintaining the highest legal and ethical standards. Paul’s contributions will have a lasting effect on the organization, and we wish him a long, happy and healthy retirement.”

“As I reflect on my 25-year career with Curtiss-Wright, I have appreciated the opportunity to participate in this great Company’s incredibly successful journey,” said Mr. Ferdenzi.

“It has truly been a rewarding experience, and I appreciate the extensive relationships that I’ve developed, especially with our very talented Legal and Human Resources teams, our

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Curtiss-Wright Corporation Page 2

management team and Board of Directors. I look forward to Curtiss-Wright’s continued growth and success.”

"I am pleased to announce the promotion of George P. McDonald as Curtiss-Wright's next General Counsel and Corporate Secretary,” continued Ms. Bamford. “He has been a strong contributor to our legal team over the past 25 years, supporting numerous corporate transactions while playing a key role in acquisition due diligence. I look forward to continuing to work closely with George, and I'm confident that he will ensure a smooth transition and serve as an even more valuable contributor to the organization.”

Mr. McDonald joined Curtiss-Wright in February 1999 as Associate General Counsel responsible for the Corporation’s Flow Control Division legal matters. During his tenure, he has assumed increasing levels of responsibility, advising senior management on many of the Corporation’s most significant acquisitions and corporate transactions. He has served as Deputy General Counsel since May of 2024, and as chief legal officer to the Corporation’s Industrial and Nuclear Divisions since 2015. Prior to joining Curtiss-Wright, Mr. McDonald was employed by the law firm of Lane & Mittendorf, LLP, where he practiced law in the areas of commercial litigation and securities arbitration.

Mr. McDonald holds a Bachelor of Arts Degree in Philosophy and Mathematics from St. Johns College, Annapolis Maryland, and a Juris Doctor Degree from Villanova University School of Law.

About Curtiss-Wright Corporation

Curtiss-Wright Corporation (NYSE: CW) is a global integrated business that provides highly engineered products, solutions and services mainly to Aerospace & Defense markets, as well as critical technologies in demanding Commercial Power, Process and Industrial markets. We leverage a workforce of approximately 8,600 highly skilled employees who develop, design and build what we believe are the best engineered solutions to the markets we serve. Building on the heritage of Glenn Curtiss and the Wright brothers, Curtiss-Wright, headquartered in Davidson, North Carolina, has a long tradition of providing innovative solutions through trusted customer relationships. For more information, visit www.curtisswright.com.

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Cover Page	Nov. 14, 2024
Cover [Abstract]
Entity Registrant Name	CURTISS-WRIGHT CORPORATION
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Entity Address, Address Line One	130 Harbour Place Drive, Suite 300
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Entity Central Index Key	0000026324
Amendment Flag	false
Document Period End Date	Nov. 13, 2024
Entity File Number	1-134
Entity Tax Identification Number	13-0612970
Entity Address, Postal Zip Code	28036
City Area Code	704
Local Phone Number	869-4600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	CW
Security Exchange Name	NYSE
Entity Address, State or Province	NC
Entity Address, City or Town	Davidson,

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