Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 11, 2014, the Board of Directors of Curtiss-Wright Corporation
("Curtiss-Wright") (NYSE: CW) elected Stuart W. Thorn as a member of the Board
of Directors to serve until his successor is elected and qualified. Mr. Thorn
will stand for reelection at Curtiss-Wright's 2014 Annual Meeting of
Mr. Thorn, 57, joins Curtiss-Wright from Southwire Company, a privately held
manufacturer of wire and cable used in the distribution transmission of
electricity with annual revenues exceeding $5.2B, based in Carrollton, GA.Mr.
Thorn has served as the President and Chief Executive Officer of Southwire since
2002, having joined the Company in 2001 as President and Chief Operating
Officer. Mr. Thorn previously served as the President & Chief Operating Officer
(1998-2001) and Chief Financial Officer (1997-1998) of Beaulieu of America,
Inc., the Vice President, International Finance (1995-1997) of Campbell Soup
Company, Inc., and a series of progressively responsible financial and operating
positions with S.C. Johnson Inc. from 1979 to 1995.
Mr. Thorn graduated from the University of Pennsylvania (the Wharton School)
with a B.S. in Economics magna cum laude and a Master of Business
Administration, Finance and Decision Science.
There are no transactions, or a series of similar transactions, or any currently
proposed transactions, or a series of similar transactions, to which
Curtiss-Wright was or is to be a party, in which the amount exceeds $120,000,
and in which Mr. Thorn had, or will have a direct or indirect material interest.
A copy of the press release announcing Mr. Thorn's appointment is attached as
Exhibit 99.1 hereto.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On February 11, 2014, the Board of Directors of Curtiss-Wright adopted an
amendment to Article III, Section 2, of Curtiss-Wright's By-Laws, effective
immediately, to expand the number of members of the Board of Directors to no
more than eleven individuals with the exact number of members to be fixed from
time to time exclusively by the Board of Directors.
Previously, the By-Laws provided for a maximum number of 10 members. A copy of
the Amended and Restated By-Laws is attached hereto as Exhibit 3.1 and
incorporated herein by reference. The foregoing description of the amendment to
the By-Laws is qualified in its entirety by reference to the full text of the
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
3.1 Amended and Restated By-Laws
99.1 Press Release, dated February 12, 2014, of the Registrant