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
May 2, 2018
Date of Report (Date of earliest event reported)
ESTERLINE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-06357 | 13-2595091 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
| 500-108th Avenue NE, Bellevue, Washington | 98004 | |
| (Address of principal executive offices) | (Zip Code) |
(425) 453-9400
(Registrant’s telephone number, including area code)
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:
| ☐ | Written communication 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 2, 2018, Esterline Technologies Corporation (“Esterline”) announced that Marcia J. Mason, who is currently serving as Executive Vice President & General Counsel, will be retiring from those positions on May 15, 2018. The Board of Directors has appointed Donald Walther as Executive Vice President & General Counsel to succeed Ms. Mason. Mr. Walther will participate in Esterline’s usual executive compensation programs.
Ms. Mason will remain employed as a Senior Advisor through October 1, 2018 to support the transition of responsibilities to Mr. Walther.
| Item 7.01. | Regulation FD Disclosure. |
On May 2, 2018, Esterline issued a press release regarding the changes described in this report, which is furnished as Exhibit 99.1 to this report.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Esterline Technologies Corporation dated May 2, 2018. | |
SIGNATURES
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.
| ESTERLINE TECHNOLOGIES CORPORATION | ||||
| Dated: May 2, 2018 |
By: |
/s/ STEPHEN M. NOLAN | ||
| Name: |
Stephen M. Nolan | |||
| Title: |
Executive Vice President & Chief Financial Officer | |||