Curtiss-Wright Corporation Announces 2024 Annual Meeting of Stockholders

Ticker: CW · Form: DEF 14A · Filed: 2024-03-22T00:00:00.000Z

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Stockholders, Curtiss-Wright, Corporate Governance

TL;DR

<b>Curtiss-Wright Corporation will hold its 2024 Annual Meeting of Stockholders on May 2, 2024, in Davidson, North Carolina.</b>

AI Summary

CURTISS WRIGHT CORP (CW) filed a Proxy Statement (DEF 14A) with the SEC on March 22, 2024. The 2024 Annual Meeting of Stockholders for Curtiss-Wright Corporation will be held on Thursday, May 2, 2024. The meeting will take place at Homewood Suites by Hilton, 125 Harbour Place Drive, Davidson, North Carolina 28036. The meeting is scheduled to commence at 1:00 p.m. local time. The company intends to hold the Annual Meeting in person. Stockholders are encouraged to vote their shares by phone or internet to ensure representation, even if they plan to attend.

Why It Matters

For investors and stakeholders tracking CURTISS WRIGHT CORP, this filing contains several important signals. This filing is a proxy statement, indicating the company is seeking shareholder votes on matters to be presented at the annual meeting. The in-person format suggests a return to traditional shareholder engagement, allowing for direct interaction and discussion.

Risk Assessment

Risk Level: — CURTISS WRIGHT CORP shows moderate risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or strategic information that would alter the company's risk profile.

Analyst Insight

Stockholders should review the proxy materials to understand the proposals and vote their shares accordingly.

Key Numbers

Key Players & Entities

FAQ

When did CURTISS WRIGHT CORP file this DEF 14A?

CURTISS WRIGHT CORP filed this Proxy Statement (DEF 14A) with the SEC on March 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CURTISS WRIGHT CORP (CW).

Where can I read the original DEF 14A filing from CURTISS WRIGHT CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CURTISS WRIGHT CORP.

What are the key takeaways from CURTISS WRIGHT CORP's DEF 14A?

CURTISS WRIGHT CORP filed this DEF 14A on March 22, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for Curtiss-Wright Corporation will be held on Thursday, May 2, 2024.. The meeting will take place at Homewood Suites by Hilton, 125 Harbour Place Drive, Davidson, North Carolina 28036.. The meeting is scheduled to commence at 1:00 p.m. local time..

Is CURTISS WRIGHT CORP a risky investment based on this filing?

Based on this DEF 14A, CURTISS WRIGHT CORP presents a moderate-risk profile. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or strategic information that would alter the company's risk profile.

What should investors do after reading CURTISS WRIGHT CORP's DEF 14A?

Stockholders should review the proxy materials to understand the proposals and vote their shares accordingly. The overall sentiment from this filing is neutral.

How does CURTISS WRIGHT CORP compare to its industry peers?

Curtiss-Wright Corporation operates in the industrial and commercial machinery and equipment sector. This filing is a standard proxy statement for its annual shareholder meeting.

Are there regulatory concerns for CURTISS WRIGHT CORP?

This filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

Industry Context

Curtiss-Wright Corporation operates in the industrial and commercial machinery and equipment sector. This filing is a standard proxy statement for its annual shareholder meeting.

Regulatory Implications

This filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

  1. Review the proxy statement for details on proposals and director nominations.
  2. Vote on all matters presented at the annual meeting.
  3. Ensure your shares are represented by submitting your proxy via phone or internet.

Key Dates

Year-Over-Year Comparison

This is the initial filing for the 2024 proxy season, providing details for the upcoming annual meeting.

Filing Stats: 4,264 words · 17 min read · ~14 pages · Grade level 17.8 · Accepted 2024-03-22 08:00:57

Key Financial Figures

Filing Documents

Executive Compensation Practices Highlights

Executive Compensation Practices Highlights 4 Corporate Sustainability 5 PROXY STATEMENT 9 Purpose 9 Internet Availability of Proxy Materials 9 Information Concerning the Annual Meeting 9 PROPOSAL ONE: ELECTION OF DIRECTORS 12 General Information 12 Overview of Curtiss-Wright's Current Board of Directors 13 Director Qualifications, Experiences, Backgrounds, and Diversity 13 Information Regarding Nominees 15 Family Relationships 24 Certain Legal Proceedings 24 Compensation of Directors 24 STRUCTURE AND PRACTICES OF THE BOARD OF DIRECTORS 24 Corporate Governance Guidelines and Code of Conduct 24 Meetings of the Board 25 Communication with the Board 26 Director Independence 26 Board Committees 27 Board and Board Committees Self-Evaluation Process 28 Board Leadership Structure 29 Board Role in Risk Oversight 30 Board Oversight of ESG 33 Board Role in Strategic Oversight 33 Succession Planning 33 Director Onboarding and Education 34 Stockholder Nominations for Directors 34 Board Membership Criteria and Selection Process for Director Nominees 36 Board Diversity 37 Board Tenure 37 Stockholder Engagement 37 Audit Committee Report 38 COMPENSATION DISCUSSION AND ANALYSIS 40

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 62 PAY RATIO DISCLOSURE RULE 69 PAY VERSUS PERFORMANCE. 70 COMPENSATION OF DIRECTORS 75 PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 79 PROPOSAL THREE: APPROVAL OF THE CURTISS-WRIGHT CORPORATION 2024 OMNIBUS INCENTIVE PLAN 81 PROPOSAL FOUR: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 90 HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS 92 DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING 92 2023 ANNUAL REPORT ON FORM 10-K 93 OTHER MATTERS WHICH MAY BE PRESENTED FOR ACTION AT THE MEETING 94 APPENDIX A - CURTISS-WRIGHT CORPORATION 2024 OMNIBUS INCENTIVE PLAN A-1 PROXY SUMMARY The following is a summary that highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and before voting, you are urged to carefully read the entire Proxy Statement. Voting Matters and Vote Recommendations The Company currently expects to consider four items of business at the 2024 Annual Meeting. The following table lists those items of business and the Board's vote recommendation. Proposal Board Recommendation Reasons for Recommendation More Information (1) Election of the nine director nominees named herein to a one-year term FOR ALL The Board and the Committee on Directors and Governance believe the nominees possess the skills, experience, qualifications, and diversity to effectively monitor performance, provide oversight and support management's execution of the Company's long-term strategy. Page 12 (2) Ratification of the independent registered public accounting firm FOR Based on their assessment, the Board and the Audit Committee believes that the appointment of Deloitte & Touche LLP is in the best interests of the Company and its stockholders. Page 79 (3) Approve the Curtiss-Wright Corporation 2024 Omnibus Incentive Plan

Executive Compensation Practices Highlights

Executive Compensation Practices Highlights The Executive Compensation Committee is firmly committed to implementing a compensation program that aligns management and stockholder interests, encourages executives to drive sustainable stockholder value creation, and helps retain key personnel. In 2023, the Company received 92% stockholder support for the Company's "Say-on-Pay" vote, which the Executive Compensation Committee considers to be among the most important items of feedback about the Company's executive compensation program. The Company recognizes and rewards its executive officers through compensation arrangements that directly link their pay to the Company's performance, and the Company ensures a strong alignment of interests with its stockholders by including a significant amount of performance-based compensation in the overall mix of pay. The Company's pay mix includes base salary, an annual incentive cash bonus plan, and a long-term incentive plan under which the Company grants time-based restricted stock units and performance-based cash and stock units. Key elements of the Company's pay practices are as follows: What Curtiss-Wright Does What Curtiss-Wright Does Not Do Aligns pay and performance using measures of financial and operating performance including use of relative TSR No NEO employment agreements Does not engage in executive compensation practices that encourage excessive risk Balances short-term and long-term incentives using multiple performance measures that focus on profitable top line growth No short sales, hedging, or pledging of Curtiss-Wright stock permitted No reloading, re-pricing or backdating stock options Places maximum caps on incentive payout consistent with market competitive practice No tax gross-ups on change-in-control benefits for executives Establishes rigorous stock ownerships guidelines for NEOs and Board members including a 50% mandatory hold on net shares until ownership guidelines are met for NEOs No di

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