c61549_8k.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

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 7, 2010

CURTISS-WRIGHT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware 1-134 13-0612970
 
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)    
 
 
10 Waterview Boulevard    
Parsippany, New Jersey   07054
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (973) 541-3700
--------------
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))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

          On May 11, 2010, a performance share plan (“PSP”) payout was made to Martin R. Benante, Chief Executive Officer, Glenn E. Tynan, Chief Financial Officer, David J. Linton, Co-Chief Operating Officer, David C. Adams, Co-Chief Operating Officer, and Michael J. Denton, General Counsel on the 2006 PSP grants under Curtiss-Wright Corporation’s (the “Company”) 2005 Omnibus Long-Term Incentive Plan covering performance for the period 2007-2009.

          Shown below is the PSP payout table for the performance period 2007-2009:

    2007-2009 Target        
        US Dollar           Number of                Payout     
    Value           Shares                Payout %                Shares
                 
Benante   $210,000   5,718   83.50%   4,775
                 
Tynan   $196,560   5,352   83.50%   4,469
                 
Denton   $163,134   4,442   83.50%   3,710
                 
Adams   $201,825   5,495   92.78%   5,099
                 
Linton   $222,300   6,053   85.73%   5,190


Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on May 7, 2010. The following matters set forth in the Company’s Proxy Statement dated March 26, 2010, 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.

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1.     

The nominees listed below were elected directors with the respective votes set forth opposite their names:

 

      FOR   WITHELD  
  Martin R. Benante   36,791,693   1,662,988  
  S. Marce Fuller   36,202,738   2,251,943  
  Allen A. Kozinski   37,478,890   975,791  
  Carl G. Miller   37,847,215   607,466  
  William B. Mitchell   36,733,713   1,720,968  
  John R. Myers   35,672,359   2,782,322  
  John B. Nathman   37,837,594   617,087  
  William W. Sihler   37,083,086   1,371,596  
  Albert E. Smith   37,856,140   598,541  

2.     

A proposal seeking ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2010 was approved, with the votes cast as follows:

 
  FOR   AGAINST   ABSTENTIONS
  41,217,223   84,517   75,533

3.     

A proposal seeking approval of an amendment to the Company’s 2005 Omnibus Long-Term Incentive Plan was approved, with the votes cast as follows:

 
  FOR   AGAINST   ABSTENTIONS   BROKER NON-VOTES
  31,608,166   6,179,823   666,685   2,922,599

 

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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/ Glenn E. Tynan
        Glenn E. Tynan
        Vice-President and
        Chief Financial Officer

Date: May 12, 2010

 

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