Item 8.01 Other Events
On December 17, 2021, Curtiss-Wright Corporation (the "Company") adopted two
written trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The Company implemented these written trading
plans in connection with its previously announced share repurchase program,
which was authorized by the Company's Board of Directors on September 16, 2021.
Under the share repurchase program, the Board authorized the Company to purchase
up to $550 million of its outstanding common stock, with the Company having used
$300 million of this authorization through the end of this year.
The first trading plan will include purchases in the total amount of $50 million
executed equally over the course of calendar year 2022. This written trading
plan will take effect on January 3, 2022 and will cease on December 30, 2022.
The second trading plan includes potential purchases in the total amount of $100
million. The Company cannot predict when or if it will purchase any shares of
common stock as such plan includes a price limit where the Company would not buy
shares under the Rule 10b5-1 plan. This written trading plan will take effect on
January 3, 2022 and will cease on December 30, 2022.
Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a
company to repurchase its shares at times when it might otherwise be prevented
from doing so due to self-imposed trading blackout periods or pursuant to
insider trading laws. A broker selected by the Company will have the authority
under the terms and limitations specified in the plan to repurchase shares on
the Company's behalf in accordance with the terms of the plan. After the
expiration of the current trading plans, the Company may from time to time enter
into subsequent trading plans under Rule 10b5-1 to facilitate the repurchase of
its common stock pursuant to its share repurchase program.
Information regarding share repurchases will be available in the Company's
periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange
Commission as required by the applicable rules of the Exchange Act.
This report contains forward-looking information, as that term is defined under
the Exchange Act, including information regarding purchases by the Company of
its common stock pursuant to a 10b5-1 trading plan. By their nature,
forward-looking information and statements are subject to risks, uncertainties,
and contingencies, including changes in price and volume and the volatility of
the Company's common stock; adverse developments affecting either or both of
prices and trading of exchange-traded securities, including securities listed on
the New York Stock Exchange; and unexpected or otherwise unplanned or
alternative requirements with respect to the capital investments of the Company.
The Company's 2020 Annual Report on Form 10-K filed with the SEC on February 25,
2021, as well as our quarterly report on Form 10-Q for the third quarter,
includes information regarding other risk factors and cautionary information.
The Company does not undertake to update any forward-looking statements or
information, including those contained in this report.
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