CURTISS WRIGHT CORP

Regulatory Filings • May 5, 2023

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,	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

1. 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

1. 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

1. 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

1. 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.

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