CURTISS WRIGHT CORP — Regulatory Filings 2021

Feb 25, 2021

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): February 24, 2021

CURTISS-WRIGHT CORPORATION

( Exact Name of Registrant as Specified in Its Charter)

Delaware	001-00134	13-0612970
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

130 Harbour Place Drive , Suite 300
Davidson , NC	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. ☐

SECTION 2 – FINANCIAL INFORMATION

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION .

On Wednesday, February 24, 2021, the Company issued a press release announcing financial results for the fourth quarter ended December 31, 2020. A conference call and webcast presentation will be held on Thursday, February 25, 2021 at 10:00 am ET for management to discuss the Company’s fourth quarter and full-year 2020 performance as well as expectations for 2021 financial performance. David C. Adams, Executive Chairman, Lynn M. Bamford, President and Chief Executive Officer, and K. Christopher Farkas, Vice President and Chief Financial Officer, will host the call. A copy of the press release and the webcast slide presentation are attached hereto as Exhibits 99.1 and 99.2.

The financial press release, access to the webcast, and the accompanying financial presentation will be posted on Curtiss-Wright's website at www.curtisswright.com . In addition, the Listen-Only dial-in number for domestic callers is (844) 220-4970, while international callers can dial (262) 558-6349. For those unable to participate live, a webcast replay will be available for 90 days on the Company's website beginning one hour after the call takes place. A conference call replay will also be available for seven days.

Conference Call Replay:

Domestic (855) 859-2056

International (404) 537-3406

Passcode 6585187

The information contained in this Current Report, including Exhibits 99.1 and 99.2, are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this report shall not be incorporated by reference into any filing of the registrant with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

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

On February 24, 2021, the Corporation (NYSE: CW) (the “Company”) announced the appointment of Mr. Kevin Rayment to the office of Vice President and Chief Operating Officer of the Company, effective April 1, 2021. Mr. Rayment will replace Mr. Tom Quinly who will retire on April 1, 2021. Mr. Rayment will report directly to Ms. Lynn Bamford, the Company’s President and Chief Executive Officer.

Prior to his new position, Mr. Rayment served as acting Chief Operating Officer of the Company from January 2021. Prior to that, he served as President of the Company’s Commercial/Industrial Segment from January 2020, and served as Vice President and General Manager of the Company’s Industrial division from 2013. Mr. Rayment has held various leadership positions in the Company since 2004.

Mr. Rayment holds a BEng (Hons) Electrical & Electronics Engineering Degree from Portsmouth University and a Master of Business Administration Degree from Bournemouth University.

There is no family relationship between Mr. Rayment and any other executive officer or director of the Company, and there is no arrangement or understanding under which he was appointed. There are no transactions, or a series of similar transactions, or any currently proposed transactions, or a series of similar transactions, to which the Company was or is to be a party, in which the amount exceeds $120,000, and in which Mr. Rayment had, or will have a direct or indirect material interest. There have been no changes to any of Mr. Rayment’s previously announced material plans, contracts or arrangements as a result of this appointment.

A copy of the press release announcing Mr. Rayment’s appointment is attached as Exhibit 99.3 hereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

99.1 Press Release dated February 24, 2021

99.2 Presentation shown during investor and securities analyst webcast on February 25, 2021

99.3 Press Release announcing Mr. Rayment’s appointment to Vice President and Chief Operating Officer dated February 24, 2021.

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/ K. Christopher Farkas
	K. Christopher Farkas
	Vice-President and
	Chief Financial Officer

Date: February 24, 2021

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated February 24, 2021
99.2	Presentation shown during investor and securities analyst webcast on February 25, 2021
99.3	Press Release announcing Mr. Rayment’s
appointment to Vice President and Chief Operating Officer dated February 24, 2021

.