Curtiss-Wright Corp. 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed by Curtiss-Wright Corporation on May 4, 2012. The filing discloses executive compensation payouts related to the 2009-2011 performance period and reports the results of the Annual Meeting of Stockholders held on May 4, 2012.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data presented relates to specific executive compensation payouts.
Material Changes and Executive Compensation
On March 27, 2012, the Company made performance share (PSP) payouts to five named executive officers under the 2005 Omnibus Long-Term Incentive Plan for the 2009-2011 period. The actual payout percentages ranged from 74.0% to 84.0% of the target values.
| Officer | Target Value | Payout % | Actual Value |
|---|---|---|---|
| Martin R. Benante (CEO) | $1,281,805 | 80.0% | $1,025,444 |
| Glenn E. Tynan (CFO) | $459,150 | 80.0% | $367,327 |
| David C. Adams (Co-COO) | $520,736 | 84.0% | $437,446 |
| David J. Linton (Co-COO) | $545,741 | 74.0% | $403,871 |
| Thomas P. Quinly (VP) | $252,206 | 84.0% | $211,878 |
Stockholder Vote Results
The Annual Meeting of Stockholders approved three key proposals:
- Election of Directors: All nine nominees were elected. Votes "For" ranged from approximately 34.7 million to 39.8 million, with "Withheld" votes ranging from approximately 0.3 million to 5.5 million.
- Ratification of Auditors: The appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2012 was approved (42,770,607 For vs. 254,863 Against).
- Executive Compensation (Say-on-Pay): The advisory resolution approving compensation for named executive officers was approved (38,362,899 For vs. 1,289,139 Against).
Outlook, Risks, and Contingencies
The filing text does not provide management commentary on future outlook, specific risks, contingencies, or unusual items beyond the disclosed compensation and voting results.
Investor Verification Checklist
- Verify the performance metrics used to calculate the 2009-2011 PSP payout percentages in the Company's Proxy Statement.
- Review the full Proxy Statement dated March 30, 2012, for detailed biographical information on the elected directors.
- Confirm the total number of shares outstanding to contextualize the voting percentages.