Curtiss-Wright (NYSE: CW) investors approve directors, auditor and 2026 say-on-pay

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Curtiss-Wright Corporation reported the results of its May 7, 2026 Annual Meeting of Stockholders. Shareholders elected all nine director nominees, with support levels generally above 25 million votes for each candidate.

Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 31,748,612 votes for and 1,699,576 against. In addition, shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 27,921,229 votes for, 1,781,260 against, 87,386 abstentions, and 3,685,426 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Auditor ratification for votes: 31,748,612 votes Auditor ratification against votes: 1,699,576 votes Say-on-pay for votes: 27,921,229 votes +3 more

6 metrics

Auditor ratification for votes 31,748,612 votes Votes for ratifying Deloitte & Touche LLP as 2026 auditor

Auditor ratification against votes 1,699,576 votes Votes against ratifying Deloitte & Touche LLP for 2026

Say-on-pay for votes 27,921,229 votes Advisory approval of named executive officer compensation

Say-on-pay against votes 1,781,260 votes Votes against advisory approval of executive compensation

Say-on-pay broker non-votes 3,685,426 votes Broker non-votes on 2026 advisory compensation resolution

Highest director support example 29,635,478 votes Votes for director nominee Jeffrey J. Lyash

Key Terms

independent registered public accounting firm, broker non-votes, advisory basis, named executive officers, +1 more

5 terms

independent registered public accounting firm financial

"ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES 27,921,229 | 1,781,260 | 87,386 | 3,685,426"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"A proposal seeking approval, on an advisory basis, of a resolution approving the compensation paid to the Company’s named executive officers"

named executive officers financial

"the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Compensation Discussion and Analysis financial

"including the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables"

Understanding 8-K Material Events →

05/08/2026 - 09:47 AM

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, 2026

CURTISS-WRIGHT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)


Delaware	1-134	13-0612970
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


130 Harbour Place Drive, Suite 300
Davidson,	North Carolina	28036
(Address of principal executive offices)		(Zip Code)

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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CW	New York Stock Exchange


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.		☐

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on May 7, 2026. The following matters set forth in the Company’s Proxy Statement dated March 26, 2026, 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.

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


	FOR	WITHHELD
Lynn M. Bamford	28,892,425	897,450
Bruce D. Hoechner	27,883,300	1,906,575
Jeffrey J. Lyash	29,635,478	154,397
Glenda J. Minor	27,980,162	1,809,713
Anthony J. Moraco	29,388,544	401,331
William F. Moran	29,386,186	403,689
Robert J. Rivet	27,616,725	2,173,150
Peter C. Wallace	25,147,247	4,642,628
Larry D. Wyche	27,876,763	1,913,112

2.A proposal seeking ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 was approved, with the votes cast as follows:


FOR	AGAINST	ABSTENTIONS
31,748,612	1,699,576	27,113

3.A proposal seeking approval, on an advisory basis, of a resolution approving the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and accompanying narrative disclosure therein was approved, with the votes cast as follows:


FOR	AGAINST	ABSTENTIONS	BROKER NON-VOTES
27,921,229	1,781,260	87,386	3,685,426

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/ K. Christopher Farkas
						K. Christopher Farkas
						Executive Vice President and
						Chief Financial Officer

Date: May 8, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Curtiss-Wright (CW) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing nine directors, ratifying Deloitte & Touche LLP as the 2026 independent auditor, and approving, on an advisory basis, compensation for named executive officers. All three proposals received sufficient support to pass at the May 7, 2026 meeting.

Were all Curtiss-Wright (CW) director nominees elected in 2026?

Yes. All nine director nominees, including Lynn M. Bamford and Peter C. Wallace, were elected. Each received more votes cast “for” than “withheld,” with individual support levels exceeding 25 million shares in favor for every director candidate listed in the filing.

Did Curtiss-Wright (CW) shareholders ratify Deloitte & Touche as auditor for 2026?

Yes. Shareholders ratified Deloitte & Touche LLP as Curtiss-Wright’s independent registered public accounting firm for 2026, with 31,748,612 votes for, 1,699,576 votes against, and 27,113 abstentions. This approval confirms Deloitte’s appointment for the company’s 2026 audit period.

How did Curtiss-Wright (CW) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory “say-on-pay” basis, compensation for named executive officers. The proposal received 27,921,229 votes for, 1,781,260 against, 87,386 abstentions, and 3,685,426 broker non-votes, indicating overall support for the disclosed executive pay program.

What are broker non-votes in the Curtiss-Wright (CW) 2026 say-on-pay vote?

Broker non-votes are shares held by brokers that were not voted on a non-routine item, such as say-on-pay, because the beneficial owner gave no instructions. For Curtiss-Wright’s 2026 advisory compensation vote, there were 3,685,426 broker non-votes recorded.

When was the Curtiss-Wright (CW) 2026 annual meeting held?

The 2026 Annual Meeting of Stockholders for Curtiss-Wright Corporation was held on May 7, 2026. At this meeting, shareholders elected directors, ratified the independent auditor for 2026, and cast an advisory vote approving the company’s executive compensation program.

Filing Exhibits & Attachments

3 documents