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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM 8-K
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CURRENT
REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2021
CURTISS-WRIGHT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-00134
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13-0612970
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(State or Other
Jurisdiction of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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130 Harbour Place Drive, Suite 300
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Davidson, NC
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28036
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (704)
869-4600
__________
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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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CW
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
SECTION 2 – FINANCIAL INFORMATION
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On Wednesday, February 24, 2021, the
Company issued a press release announcing financial results for the fourth quarter ended December 31, 2020. A conference call and webcast presentation will be held on Thursday, February 25, 2021 at 10:00 am
ET for management to discuss the Company’s fourth quarter and full-year 2020 performance as well as expectations for 2021 financial performance. David C. Adams, Executive Chairman, Lynn M.
Bamford, President and Chief Executive Officer, and K. Christopher Farkas, Vice President and Chief Financial Officer, will host the call. A copy of the press release and the webcast slide presentation are attached hereto as Exhibits 99.1 and
99.2.
The financial press release, access to the webcast, and the accompanying financial presentation will be posted on
Curtiss-Wright's website at www.curtisswright.com. In addition, the Listen-Only dial-in number for domestic callers is (844) 220-4970, while international callers can dial (262)
558-6349. For those unable to participate live, a webcast replay will be available for 90 days on the Company's website beginning one hour after the call takes place. A conference call replay will also be available for seven days.
Conference Call Replay:
Domestic (855) 859-2056
International (404) 537-3406
Passcode 6585187
The information contained in this Current Report, including Exhibits 99.1 and 99.2, are being furnished and shall
not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The
information in this report shall not be incorporated by reference into any filing of the registrant with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On February 24, 2021, the Corporation (NYSE: CW) (the “Company”) announced the appointment of Mr. Kevin Rayment to the office of Vice President and Chief
Operating Officer of the Company, effective April 1, 2021. Mr. Rayment will replace Mr. Tom Quinly who will retire on April 1, 2021. Mr. Rayment will report directly to Ms. Lynn Bamford, the Company’s President and Chief Executive Officer.
Prior to his new position, Mr. Rayment served as acting Chief Operating Officer of the Company from January 2021. Prior to that, he served as President of
the Company’s Commercial/Industrial Segment from January 2020, and served as Vice President and General Manager of the Company’s Industrial division from 2013. Mr. Rayment has held various leadership positions in the Company since 2004.
Mr. Rayment holds a BEng (Hons) Electrical & Electronics Engineering Degree from Portsmouth University and a Master of Business Administration Degree
from Bournemouth University.
There is no family relationship between Mr. Rayment and any other executive officer or director of the Company, and there is no arrangement or
understanding under which he was appointed. There are no transactions, or a series of similar transactions, or any currently proposed transactions, or a series of similar transactions, to
which the Company was or is to be a party, in which the amount exceeds $120,000, and in which Mr. Rayment had, or will have a direct or indirect material interest. There have been no changes to any of Mr. Rayment’s previously announced material
plans, contracts or arrangements as a result of this appointment.
A copy of the press release announcing Mr. Rayment’s appointment is attached as Exhibit 99.3 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
99.1 Press Release dated February 24, 2021
99.2 Presentation shown
during investor and securities analyst webcast on February 25, 2021
99.3 Press Release announcing Mr. Rayment’s appointment to Vice President and Chief Operating Officer dated February 24, 2021.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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CURTISS-WRIGHT CORPORATION
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By:
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/s/ K. Christopher Farkas
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K. Christopher Farkas
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Vice-President and
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Chief Financial Officer
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