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 10, 2013. The filing discloses executive compensation payouts related to the 2010-2012 performance period and reports the results of the Annual Meeting of Stockholders held on May 10, 2013.
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 28, 2013, the company executed a Performance Share Plan (PSP) payout for the 2010-2012 period under the 2005 Omnibus Long-Term Incentive Plan. The payouts were as follows:
| Executive | Target Value | Payout % | Actual Value | Shares Issued |
|---|---|---|---|---|
| Martin R. Benante (CEO) | $1,168,627 | 80% | $934,922 | 26,943 |
| Glenn E. Tynan (CFO) | $418,621 | 80% | $334,924 | 9,652 |
| David C. Adams (COO) | $474,765 | 86% | $408,315 | 11,767 |
| David J. Linton (Former VP) | $497,529 | 69% | $343,322 | 9,894 |
| Thomas P. Quinly (VP) | $229,957 | 82% | $188,595 | 5,435 |
Stockholder Vote Results
The Annual Meeting of Stockholders approved the following proposals:
- Director Elections: All nine nominees were elected. Notable vote splits included S. Marce Fuller (32.9M For, 6.4M Withheld) and John R. Myers (32.8M For, 6.5M Withheld), while others received over 90% support.
- Auditor Ratification: Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2013 (41.3M For, 843k Against).
- Executive Compensation (Say-on-Pay): The advisory resolution approving executive compensation was approved (30.6M For, 8.3M Against).
Outlook, Risks, and Contingencies
The filing does not contain management commentary on future outlook, specific risks, or contingencies beyond the standard disclosure of the compensation plan mechanics and voting results.
Key Facts for Investor Verification
- Verify the performance metrics used to calculate the 2010-2012 PSP payout percentages (ranging from 69% to 86%).
- Review the full Proxy Statement (filed March 28, 2013) for detailed compensation discussion and analysis regarding the Say-on-Pay vote.
- Confirm the total number of shares outstanding to assess the dilution impact of the 63,691 shares issued in the PSP payout.
- Monitor the voting patterns for directors S. Marce Fuller and John R. Myers, who received significant "withheld" votes compared to other nominees.