DEF 14A: Curtiss-Wright Corp. Invites Stockholders to Annual Meeting, Seeks Approval for New Incentive Plan
Proxy Statement
Curtiss-Wright Corporation is holding its annual meeting of stockholders on May 2, 2024, and is seeking approval for a new omnibus incentive plan to align executive interests with long-term stockholder value.
Summary
- Curtiss-Wright Corporation is holding its annual meeting of stockholders on May 2, 2024, in Davidson, North Carolina.
- Stockholders will vote on the election of nine director nominees, ratification of Deloitte & Touche LLP as the independent accounting firm, approval of the 2024 Omnibus Incentive Plan, and an advisory vote on executive compensation.
- The company highlights its commitment to corporate governance, sustainability, and aligning executive compensation with company performance.
- The 2024 Omnibus Incentive Plan seeks to promote long-term financial success and increase stockholder value.
- The board recommends voting for all director nominees, ratifying the accounting firm, and approving the incentive plan and executive compensation.
Sentiment
Score: 8
Explanation: The document conveys a positive outlook, highlighting strong financial performance, commitment to corporate governance and sustainability, and alignment of executive compensation with company goals. The tone is professional and confident.
Positives
- The company emphasizes its commitment to good corporate governance, promoting long-term stockholder interests and strengthening accountability.
- The company highlights its focus on diversity, talent acquisition, and development, as well as sustainable business practices.
- The company performed very well in fiscal 2023, with strong increases in sales, operating income, earnings per share, and free cash flow.
- The company received 92% stockholder support for the company's Say-on-Pay vote in 2023.
- The company's three-year total shareholder return (TSR) ranked in the 87th percentile against the S&P MidCap 400.
Future Outlook
The company aims to achieve top quartile performance compared with its peer group by leveraging its capabilities, driving operational excellence, and exercising financial discipline.
Management Comments
- We are resolutely focused on strengthening our culture and our workplaceputting greater emphasis on diversity, talent acquisition and development, and the employee experience.
- We are committed to ensuring our business practices are sustainable, and we will do our part to support the ongoing environmental, social and governance (ESG) issues, so the state of our planet and our communities are healthier tomorrow than they are today.
Industry Context
The company's business and operations align with the Aerospace and Defense Global Industry Classification Standard, indicating its focus on these sectors.
Comparison to Industry Standards
- The company's three-year total shareholder return (TSR) ranked in the 87th percentile against the S&P MidCap 400, indicating strong performance relative to its peers.
- The company uses a peer group of 18 companies, including AAR Corp., Kratos Defense & Security Solutions Inc., and TransDigm Group Inc., to benchmark executive compensation levels.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | S. Marce Fuller | N/A | Prior to the Annual Meeting | Retirement |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| New Incentive Plan | Approval of the Curtiss-Wright Corporation 2024 Omnibus Incentive Plan to foster and promote the long-term financial success of the Company and to increase stockholder value. | May 2, 2024 (if approved) | Aims to align executive interests with stockholders interests and enable the Company to attract, retain and motivate highly qualified employees, officers, non-employee directors, consultants, and advisors. |
Stakeholder Impact
- Stockholders: Aims to increase stockholder value through long-term financial success and aligned executive incentives.
- Employees: Provides incentives and opportunities for career development and a safe and healthy work environment.
- Customers: Strives to deliver innovative solutions and maintain high ethical standards.
- Communities: Promotes well-being through charitable donations, volunteer programs, and ethical business practices.
- Suppliers: Maintains a strict supplier code of conduct and promotes responsible sourcing of materials.
Next Steps
- Stockholders are requested to vote on the proposals outlined in the proxy statement.
- The company will file a registration statement on Form S-8 with the SEC if the 2024 Omnibus Incentive Plan is approved.
Key Dates
| Date | Description |
|---|---|
| March 8, 2024 | Record date for the Annual Meeting. |
| March 22, 2024 | Mailing date of the Notice of Internet Availability of Proxy Materials. |
| May 2, 2024 | Date of the Annual Meeting of Stockholders. |
| November 24, 2024 | Deadline for receipt of stockholder proposals for 2025 Annual Meeting. |
| February 3, 2025 | Latest date for nominations of Directors or other proposals by stockholders for 2025 Annual Meeting. |
| February 7, 2025 | Deadline after which the proxy holder has discretionary authority to vote on any matter raised and presented at the Annual Meeting. |
| March 2, 2025 | Deadline for stockholders to provide notice of intent to solicit proxies in support of director nominees other than the Company's nominees. |
Keywords
annual meeting, proxy statement, corporate governance, executive compensation, director nominees, Deloitte & Touche, 2024 Omnibus Incentive Plan, stockholders, Curtiss-Wright
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