Curtiss Wright Corp 8-K, filed May 5, 2023
Curtiss Wright Corp (CW)
8-K
2023-05-05
For: 2023-05-04
View Original
Added on
April 09, 2026
About this 8-K
Curtiss Wright Corp filed this 8-K on May 5, 2023, reporting on events of May 4, 2023.
Items reported
- Item 5.07: Shareholder vote results
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
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (704 ) 869-4600
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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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| 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 | ||||||||||||
2.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 | ||||||||||||||||||
3.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 | |||||||||||||||||
4.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 | |||||||||||||||||
5.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.
| CURTISS-WRIGHT CORPORATION | ||||||||
| By: /s/ K. Christopher Farkas | ||||||||
| K. Christopher Farkas | ||||||||
| Vice President and | ||||||||
| Chief Financial Officer | ||||||||
Date: May 5, 2023 | ||||||||