CURTISS WRIGHT CORP — Regulatory Filings 2012

Mar 23, 2012

8-K 1 c69024_8k.htm

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): March 20, 2012

CURTISS-WRIGHT CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)

	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): |

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

On March 20, 2012, Martin R. Benante, Chairman and Chief Executive Officer of the registrant waived his single trigger change of control benefit contained in his Change in Control Agreement with the registrant dated July 9, 2001 (the “Agreement”). Accordingly, in the event of a change of control, Mr. Benante may only receive benefits under the Agreement if he terminates his employment with the registrant for “good reason” defined as a material reduction in the nature or scope of his duties, responsibilities, authority, or position, or if the registrant terminates Mr. Benante’s employment without “cause” as such term is defined within the Agreement. Prior to this waiver, the Agreement provided that Mr. Benante could voluntarily terminate his employment with the registrant for any reason after a change of control and did not require the material reduction in the nature or scope of Mr. Benante’s duties, responsibilities, authority, or position, which is generally referred to as a “single trigger” or “modified single trigger” change of control benefit.

The Company has not included a “single trigger” or “modified single trigger” change of control provision in any other Change in Control agreements since the Agreement with Mr. Benante. A copy of the Letter Agreement between Company and Mr. Benante is attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On March 20, 2012, the registrant’s Board of Directors approved an amendment to the By-Laws of the Company, effective immediately, to delete Article XII, a forum selection provision, naming the Chancery Court of Delaware as the sole and exclusive forum for adjudicating certain disputes with the Company.

A copy of the Amended By-Laws of the Company is attached hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing description of the amendment to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws.

ITEM 8.01 OTHER EVENTS

As announced through a press release on October 12, 2011, the registrant and various members of its Executive Compensation Committee and management have been in contact with significant shareholders and their shareholder advisory groups to discuss their specific concerns and seek input on the registrant’s executive compensation program. Based on those discussions, the Executive Compensation Committee, which consists solely of independent directors, and

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management, adopted significant changes to the registrant’s compensation programs and practices, as follows:

| • | Target pay at 50 th percentile (P50) for appropriately
sized market data and our selected peer group |
| --- | --- |
| • | CEO’s annual and long-term incentive targets moved to market P50
immediately |
| • | Other executives’ annual and long-term incentive targets moved
downward toward market P50 for 2012 and fully at P50 within 2 to 3 years |
| • | Current salaries will not increase for two years if they exceed 60 th percentile of market data for comparable-sized companies |
| • | Relative total stockholder return comprised 30% of long-term
incentive grant made in November 2011 |
| • | Will use relative peer performance in setting specific performance
goals for annual and long-term incentive plans |
| • | For the 2012 annual incentive compensation award, reduced qualitative
individual goal weight to 20% from 40% and shifted cash flow objective to
quantitative Company performance objective |
| • | Weighted 80% quantitative company performance (adjusted operating
income and cash flow for 2012) and 20% qualitative individual performance |
| • | Eliminated stock options for the 2011 November long-term incentive
compensation award to reduce burn rate |
| • | For executive officers, the November 2011 grant date long-term
incentive mix was: restricted stock units (30%), performance shares (30%),
and long-term cash based performance units (40%) |
| • | Restricted stock units will continue to have a minimum three year
cliff vesting period |
| • | Elimination of stock options and lower long-term executive incentive
targets will reduce the registrant’s burn rate |
| • | On a pro-forma basis, these actions will reduce our burn rate to
below 2% for the near term future |
| • | Going forward, the registrant is committed to maintaining a burn rate
within an industry acceptable range |
| • | CEO voluntarily forfeited his single trigger “walk away right”
effective immediately with respect to his Change-in-Control agreement |

The registrant is continuing to address the input received from its shareholders and will provide additional discussion on the changes highlighted above and other revisions to its compensation programs and practices in its Proxy Statement for the upcoming annual meeting of shareholders. The registrant wishes to thank our shareholders for their time and thoughtful input. A copy of the Press Release and the Shareholder Presentation are attached hereto as Exhibits 99.1 and 99.2.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

| (a) Not
applicable. |
| --- |
| (b) Not
applicable. |
| (c)
Exhibits. |

| 3.1 | Amended
By-Laws of the Curtiss-Wright Corporation |
| --- | --- |
| 10.1 | Letter
Agreement between Mr. Martin R. Benante and Curtiss-Wright Corporation, dated
March 20, 2012 |
| 99.1 | Press
Release dated October 12, 2011 |
| 99.2 | Presentation
shown during shareholder webcast on October 14, 2011 |

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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: March
21, 2012 | |

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended
By-Laws of the Curtiss-Wright Corporation
10.1	Letter
Agreement between Mr. Martin R. Benante and Curtiss-Wright Corporation, dated
March 20, 2012
99.1	Press
Release dated October 12, 2011
99.2	Presentation
shown during shareholder webcast on October 14, 2011

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