Curtiss-Wright Corp. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Curtiss-Wright Corporation on May 2, 2014. The report discloses executive compensation payouts related to the 2011-2013 performance period and the results of the Annual Meeting of Stockholders held on May 2, 2014.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on governance and executive compensation events.
Material Changes and Executive Compensation
On March 19, 2014, performance share unit (PSU) payouts were distributed to five named executive officers based on the 2010 grants under the 2005 Omnibus Long-Term Incentive Plan. The payouts covered the 2011-2013 performance period.
| Executive | Target Value | Target Shares | Payout % | Actual Value | Actual Shares |
|---|---|---|---|---|---|
| Martin R. Benante (Exec. Chairman) | $1,091,277 | 36,522 | 77% | $1,741,033 | 28,122 |
| David C. Adams (CEO) | $439,714 | 14,716 | 82% | $747,130 | 12,068 |
| Thomas P. Quinly (COO) | $221,142 | 7,401 | 80% | $366,569 | 5,921 |
| Glenn E. Tynan (CFO) | $387,753 | 12,977 | 77% | $618,667 | 9,993 |
| Michael J. Denton (Former GC) | $233,124 | 7,802 | 77% | $371,955 | 6,008 |
Annual Meeting Results and Governance
At the May 2, 2014 Annual Meeting, stockholders approved the following matters:
- Election of Directors: All 11 nominees were elected. Votes ranged from approximately 40.0 million to 40.6 million "For" votes, with withholdings ranging from 160,000 to 738,000.
- Independent Auditor: Ratification of Deloitte & Touche LLP for 2014 was approved (43.7M For vs. 422K Against).
- 2014 Omnibus Incentive Plan: Approved (38.5M For vs. 2.2M Against).
- Executive Compensation (Say-on-Pay): Approved on an advisory basis (39.6M For vs. 1.0M Against).
Outlook, Risks, and Contingencies
The filing contains no management commentary, forward-looking guidance, risk factors, or discussion of contingencies.
Investor Verification Checklist
- Verify the specific performance metrics used to calculate the 77-82% payout percentages for the 2011-2013 period.
- Review the full Proxy Statement (filed March 21, 2014) for detailed compensation discussion and analysis.
- Confirm the terms of the newly approved 2014 Omnibus Incentive Plan.
- Note that this 8-K does not contain financial performance data; refer to the 10-K or 10-Q for fiscal results.