Curtiss-Wright Corporation (NYSE: CW) ("Curtiss-Wright" or the "Company") today filed a preliminary proxy statement, together with a preliminary form of WHITE proxy card, with the U.S. Securities and Exchange Commission ("SEC") in connection with preparing for the Company's 2022 Annual Meeting of Stockholders (the "Annual Meeting"). SEC rules require that the Company file preliminarily in light of the Company having received, as described in the preliminary filing, formal notice from Saddle Point Management, L.P. (together with its affiliates, "Saddle Point"), which disclosed beneficial ownership of approximately 0.298% of Curtiss-Wright's outstanding shares as of January 31, 2022, that Saddle Point intends to nominate four individuals to stand for election to the Curtiss-Wright Board of Directors at the Annual Meeting.
The Company commented: "Members of our Board and management team have engaged extensively with Saddle Point and thoroughly considered its ideas and perspectives. We are filing this preliminary proxy today in order to maintain our normal cadence for our Annual Meeting. We are open minded and believe that our Pivot to Growth strategy has us on the right track to deliver strong value for our stockholders. We urge Saddle Point to withdraw its nominees and return to a constructive dialogue, so we can focus on executing our plans and capturing the significant growth and stockholder value creation opportunities ahead."
Highlights of the filing include:
The date of the 2022 Annual Meeting has not yet been announced. The Curtiss-Wright Board notes that stockholders are not required to take any action at this time and recommends that stockholders defer making any voting decisions until they receive definitive proxy materials from the Company.
Moelis & Company LLC is serving as financial advisor, and Simpson Thacher & Bartlett LLP is serving as legal advisor to the Company.
About Curtiss-Wright Corporation
Curtiss-Wright Corporation (NYSE:CW) is a global integrated business that provides highly engineered products, solutions and services mainly to Aerospace & Defense markets, as well as critical technologies in demanding Commercial Power, Process and Industrial markets. We leverage a workforce of 7,800 highly skilled employees who develop, design and build what we believe are the best engineered solutions to the markets we serve. Building on the heritage of Glenn Curtiss and the Wright brothers, Curtiss-Wright has a long tradition of providing innovative solutions through trusted customer relationships. For more information, visit www.curtisswright.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to: (a) projections of or statements regarding return on investment, future earnings, interest income, sales, volume, other income, earnings or loss per share, growth prospects, capital structure, liquidity requirements and other financial terms, (b) statements of plans and objectives of management, (c) statements of future economic performance and potential impacts from COVID-19, including the impacts to supply and demand, and measures taken by governments and private industry in response, (d) the effect of laws, rules, regulations, new accounting pronouncements, and outstanding litigation on the Company's business and future performance, and (e) statements of assumptions, such as economic conditions underlying other statements. Such forward-looking statements can be identified by the use of forward-looking terminology such as "anticipates," "believes," "continue," "could," "estimate," "expects," "intend," "may," "might," "outlook," "potential," "predict," "should," "will," as well as the negative of any of the foregoing or variations of such terms or comparable terminology, or by discussion of strategy. No assurance may be given that the future results described by the forward-looking statements will be achieved. While the Company believes these forward-looking statements are reasonable, they are only predictions and are subject to known and unknown risks, uncertainties, and other factors, many of which are beyond the Company's control, which could cause actual results, performance, or achievement to differ materially from anticipated future results, performance, or achievement expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, a reduction in anticipated orders, an economic downturn, changes in the competitive marketplace and/or customer requirements, a change in government spending, an inability to perform customer contracts at anticipated cost levels, the impact of a global pandemic or national epidemic, other factors that generally affect the business of aerospace, defense contracting, electronics, marine, and industrial companies, and the occurrence of any event, change or other circumstances that could give rise to disruption to the Company's stock price, and the costs, fees, expenses and charges related to, and the distraction of management's attention in connection with, any proxy contest or other stockholder related or similar matters, as well as those described in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, prior and future filings with the SEC and other written and oral statements made or released by the Company. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of this press release, and the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in or additions to the factors affecting such forward-looking statements after the date of this press release.
Additional Information and Where to Find It
The Company intends to file a proxy statement and WHITE proxy card with the SEC in connection with the solicitation of proxies for the 2022 Annual Meeting (the "Proxy Statement"). Details concerning the nominees of the Company's Board for election at the 2022 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT, ANY SUPPLEMENTS THERETO AND THE ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain a copy of the Proxy Statement (when it becomes available) and other documents filed by the Company free of charge from the SEC's website at www.sec.gov. Copies will also be available free of charge in the Investor Relations section on the Company's website at www.curtisswright.com.
Participants in the Solicitation
This communication does not constitute a solicitation of any vote or approval in connection with the 2022 Annual Meeting. Nonetheless, the Company, its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the 2022 Annual Meeting. Information regarding the Company's directors and executive officers is available in the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 24, 2022 and its most recent definitive proxy statement on Schedule 14A filed with the SEC on March 24, 2021 (the "2021 Proxy Statement"). To the extent holdings of the Company's securities by such participants reported in the 2021 Proxy Statement have changed, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 or Annual Statements of Changes in Beneficial Ownership on Form 5 filed with the SEC. These documents are or will be available free of charge at the SEC's website at www.sec.gov.
These press releases may also interest you
|