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CURTISS WRIGHT CORP

For the period ended May 7, 2026. Filed Mar 26, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2026 · Filed Mar 26, 2026

CW$463.47+6.8%Stored close · as of Nov 6, 2026
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

CURTISS-WRIGHT CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒No fee required.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
☐Fee paid previously with preliminary materials.
☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:

Dear Valued Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Curtiss-Wright Corporation to be held on Thursday, May 7, 2026, at Homewood Suites by Hilton, 125 Harbour Place Drive, Davidson, North Carolina 28036, commencing at 1:00 p.m. local time (the “Annual Meeting”).

We intend to hold the Annual Meeting in person again this year. The proxies that we solicit give you the opportunity to vote on all scheduled matters that come before the annual meeting. Whether or not you plan to attend, you can be sure that your shares are represented by promptly voting and submitting your proxy by phone or by internet as described in the following materials. If you want proxy materials mailed to you, you can make a request by completing, signing, dating and returning your proxy card in the postage-paid envelope provided. Please refer to the accompanying Notice of Annual Meeting and Proxy Statement for further important information about the Annual Meeting.

The Notice of Annual Meeting and the Proxy Statement, which follow this letter, provide information concerning matters to be considered and acted upon at the annual meeting. We will present a brief report on our business followed by a question-and-answer period at the annual meeting.

In accordance with rules adopted by the U.S. Securities and Exchange Commission, we are using the internet as our primary means of furnishing proxy materials to our stockholders. Accordingly, most stockholders will not receive paper copies of our proxy materials. We will instead send our stockholders a notice with instructions for accessing the proxy materials and voting electronically over the internet or by telephone. The notice also provides information on how stockholders may request paper copies of our proxy materials. We believe electronic delivery of our proxy materials will help us reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which our stockholders can access these materials.

We are resolutely focused on strengthening our culture and our workplace—putting greater emphasis on 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 initiatives, so the state of our planet and our communities are healthier tomorrow than they are today.

Finally, on behalf of the entire Curtiss-Wright family, I wish to thank Dean M. Flatt, who will retire from the Board just prior to our 2026 annual meeting of stockholders. Mr. Flatt is retiring with more than 13 years of distinguished service and leadership at Curtiss-Wright. I congratulate Mr. Flatt on his retirement and thank him for his leadership, counsel, and friendship.

On behalf of your Board of Directors, management, and our employees, I would like to express our appreciation for your investment and continued support. I look forward to your participation in the Annual Meeting.

Sincerely,

Lynn M. Bamford

Chair and Chief Executive Officer

CURTISS-WRIGHT CORPORATION

130 Harbour Place Drive, Suite 300, Davidson, North Carolina 28036

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the holders of the common stock of Curtiss-Wright Corporation:

Notice is hereby given that the annual meeting of stockholders (the “Annual Meeting”) of Curtiss-Wright Corporation, a Delaware corporation (the “Company”), will be held on Thursday, May 7, 2026, at Homewood Suites by Hilton, 125 Harbour Place Drive, Davidson, North Carolina 28036, commencing at 1:00 pm local time, for the following purposes:

(1)To elect the nine director nominees named herein;
(2)To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026;
(3)To approve on an advisory basis the compensation of the Company’s named executive officers; and
(4)To consider and transact such other business as may properly come before the Annual Meeting.

Only record holders of the Company’s common stock at the close of business on March 13, 2026, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting. A list of stockholders will be available for examination by any stockholder(s) at the Annual Meeting and during normal business hours at the offices of the Company, 130 Harbour Place Drive, Suite 300, Davidson, North Carolina 28036, during the ten days preceding the Annual Meeting date.

The Company cordially invites all stockholders to attend the Annual Meeting in person. Stockholders who plan to attend the Annual Meeting in person are nevertheless requested to vote their shares electronically over the Internet, by telephone, or if you receive a proxy card in the mail, by signing, dating and returning the proxy card in the postage-paid envelope provided, to make certain that their vote will be represented at the Annual Meeting should they be prevented unexpectedly from attending.

By Order of the Board of Directors,
March 26, 2026George P. McDonald
Executive Vice President, General Counsel, and Corporate Secretary

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY SUBMIT YOUR PROXY ELECTRONICALLY OVER THE INTERNET OR BY TELEPHONE, OR IF YOU RECEIVE A PAPER PROXY CARD, PLEASE FILL IN, SIGN AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Thursday, May 7, 2026. A Notice and Proxy Statement and combined Business Review/2025 Annual Report on Form 10-K to security holders are available at: www.proxyvote.com.

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TABLE OF CONTENTS

PROXY SUMMARY1
Voting Matters and Vote Recommendations1
Director Nominees2
Corporate Governance Highlights3
2025 Financial Performance Highlights3
Executive Compensation Practices Highlights4
Corporate Sustainability5
PROXY STATEMENT9
Purpose9
Internet Availability of Proxy Materials9
Information Concerning the Annual Meeting9
PROPOSAL ONE: ELECTION OF DIRECTORS12
General Information12
Overview of Curtiss-Wright’s Current Board of Directors13
Director Nominee Skills13
Information Regarding Nominees15
Family Relationships24
Certain Legal Proceedings24
Compensation of Directors24
STRUCTURE AND PRACTICES OF THE BOARD OF DIRECTORS24
Corporate Governance Guidelines and Code of Conduct24
Meetings of the Board25
Communication with the Board26
Director Independence26
Board Committees27
Board and Board Committees Self-Evaluation Process29
Board Leadership Structure30
Board Role in Risk Oversight31
Board Oversight of ESG33
Board Role in Strategic Oversight34
Succession Planning34
Director Onboarding and Education35
Stockholder Nominations for Directors35
Board Membership Criteria and Selection Process for Director Nominees36
Board Tenure37
Board Member Time Commitments38
Stockholder Engagement38
Audit Committee Report39
COMPENSATION DISCUSSION AND ANALYSIS41
EXECUTIVE COMPENSATION62
PAY RATIO DISCLOSURE RULE69
PAY VERSUS PERFORMANCE70
COMPENSATION OF DIRECTORS75
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM79
PROPOSAL THREE: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS81
HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS82
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING83
OTHER MATTERS WHICH MAY BE PRESENTED FOR ACTION AT THE MEETING84

CAUTIONARY STATEMENTS

Disclosures in this Proxy Statement may be deemed to contain “forward-looking statements” within the meaning of the Private Litigation Reform Act of 1995. 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 our 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. In addition, other risks, uncertainties, assumptions, and factors that could affect our results and prospects are described under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) and elsewhere in that report, and may further be described in our 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 they were made, 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.

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