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KAMN > SEC Filings for KAMN > Form 8-K on 19-Feb-2013All Recent SEC Filings

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Form 8-K for KAMAN CORP


19-Feb-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 19, 2013, the Board of Directors (the "Board") of Kaman Corporation (the "Company") took action to increase the size of the Board from nine persons to ten persons, and the Board elected Scott E. Kuechle as a new Director to fill the vacancy created by such increase. Mr. Kuechle will serve as a Class 2 Director, and his initial term will expire at the Company's 2013 Annual Meeting of Shareholders.

At the same time, the Board took action to appoint Mr. Kuechle to the Board's Audit and Finance Committees, which are the only committees of the Board to which Mr. Kuechle has been appointed as of the date of this report. Mr. Kuechle served as the Chief Financial Officer of Goodrich Corporation, one of the largest worldwide suppliers of aerospace components, systems and services to the commercial and general aviation airplane market, from August 2005 until his retirement in July 2012. Prior to serving as Chief Financial Officer, he also served as Vice President and Controller from 2004-2005 and Vice President and Treasurer from 1998-2004 and in various other financial leadership roles during his 29-year tenure with Goodrich. He also serves as a Director of Esterline Corporation, a leading specialty manufacturer serving the global aerospace and defense markets, and Wesco Aircraft Holdings, Inc., a leading provider of comprehensive supply chain management services to the global aerospace industry.

There are no arrangements or understandings between Mr. Kuechle and any other person pursuant to which Mr. Kuechle was selected to serve as a Director. In addition, the Company is not aware of any transaction requiring disclosure herein pursuant to Item 404(a) of Regulation S-K. Mr. Kuechle will be entitled to receive cash and equity compensation for his service as a Director on the same terms and conditions as our other non-employee Directors. The Company's revised non-employee Director compensation program effective as of January 1, 2013 is described in Exhibit 99.1 and is incorporated herein by reference in response to this Item 5.02.

A copy of the press release announcing the election of Mr. Kuechle is attached hereto as Exhibit 99.2 and is incorporated herein by reference in response to this Item 5.02.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
   99.1       Non-Employee Director Fee Schedule, effective January 1, 2013.
   99.2       Press Release, Dated February 19, 2013.


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