Kaman

AR 13

Proxy

Proxy/Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters

Stock Ownership of Directors and Executive Officers

The following table sets forth information about the beneficial ownership of the Company's Common Stock by each Director and Director nominee, each executive officer named in the Summary Compensation Table, and all Directors and executive officers as a group, as of February 14, 2014. The beneficial ownership percentages have been calculated based on 26,875,683 shares of Common Stock outstanding on February 14, 2014. Unless otherwise indicated, each person listed has the sole voting and investment power with respect to the shares listed, and the business address of each person is c/o Kaman Corporation, 1332 Blue Hills Avenue, Bloomfield, Connecticut 06002.

Name Number of Shares
Beneficially Owned
as of February 1, 2014
Percentage
Brian E. Barents 22,437    *
E. Reeves Callaway III 7,349    *
William C. Denninger 33,440(1) *
Ronald M. Galla 44,559    *
Karen M. Garrison 16,937    *
A. William Higgins 10,937    *
Neal J. Keating 180,828(2) *
Eileen S. Kraus 26,572    *
Scott E. Kuechle 2,390    *
Shawn G. Lisle 5,773(3) *
George E. Minnich 11,322    *
Thomas W. Rabaut 17,337    *
Steven J. Smidler 33,711(4) *
Robert D. Starr 21,118(5) *
Gregory L. Steiner 77,974(6) *
Richard J. Swift 12,937    *
All Directors and Executive Officers as a group 598,520(7) 2.23% %
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* Less than one percent.

  1. Includes 29,440 shares issuable upon the exercise of stock options exercisable or which will become exercisable within 60 days.
  2. Includes 14,000 shares held in a trust, of which Mr. Keating and his spouse are trustees.
  3. Includes 1,824 shares issuable upon the exercise of stock options exercisable or which will become exercisable within 60 days.
  4. Includes 9,492 shares issuable upon the exercise of stock options exercisable or which will become exercisable within 60 days.
  5. Includes 11,319 shares issuable upon the exercise of stock options exercisable or which will become exercisable within 60 days.
  6. Includes 50,812 shares issuable upon the exercise of stock options exercisable or which will become exercisable within 60 days.
  7. Includes 127,273 shares issuable upon the exercise of stock options exercisable or which will become exercisable within 60 days.

Beneficial Owners of More Than 5% of Common Stock

Following is information about persons known to the Company to be beneficial owners of more than five percent (5%) of the Company's outstanding voting securities. Except as otherwise indicated, all information is given as of February 14, 2014.

Name and Address of Beneficial Owner Number of Shares
Beneficially Owned
Percentage of
Common Stock
GAMCO Asset Management, Inc.(1)
One Corporate Center
Rye, NY 10580
4,644,021 17.3%
BlackRock, Inc.(2)
40 East 52nd Street
New York, NY 10022
2,574,399 9.6%
The Vanguard Group(3)
100 Vanguard Boulevard
Malvern, PA 19355
1,608,855 6.0%
The London Company(4)
1801 Bayberry Court, Suite 301
Richmond, VA 23226
1,555,811 5.8%
T. Rowe Price Associates, Inc.(5)
100 East Pratt Street
Baltimore, MD 21202
1,513,971 5.6%
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  1. As reported in Amendment No. 18 to Schedule 13D, dated October 14, 2013 ("Amendment 18"), filed by Mario J. Gabelli and various entities which he directly or indirectly controls or for which he acts as chief investment officer (collectively, the "Reporting Persons"), According to the filing, GAMCO Asset Management, Inc. ("GAMCO") is the beneficial owner of 3,349,843 shares, Gabelli Funds, LLC ("Gabelli Funds") is the beneficial owner of 1,098,777 shares, MJG Associates, Inc. ("MJG Associates") is the beneficial owner of 11,000 shares, Teton Advisors, Inc. ("Teton Advisors") is the beneficial owner of 176,701 shares, GGCP, Inc. ("GGCP") is the beneficial owner of 200 shares, and Gabelli Securities, Inc. ("GSI") is the beneficial owner of 7,500 shares. Mr. Gabelli is deemed to have beneficial ownership of the shares owned beneficially by each of the foregoing entities, and GAMCO Investors, Inc. and GGCP are deemed to have beneficial ownership of the shares owned beneficially by each of the foregoing entities other than Mr. Gabelli. Each of the Reporting Persons, together with their executive officers and directors, has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of the shares reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have authority to vote 141,000 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares held by a number of investment funds for which Gabelli Funds serves as an investment adviser (the "Funds") so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Company and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy Voting Committee of each Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such Fund under special circumstances such as regulatory considerations, and (iv) the power of Mr. Gabelli, GBL, and GGCP is indirect with respect to the shares beneficially owned directly by other Reporting Persons.
  2. As reported in Amendment No. 5 to Schedule 13G, dated February 6, 2014, BlackRock, Inc. is the beneficial owner of 2,574,399 shares held by specified subsidiaries as of December 31, 2013. According to the filing, BlackRock, Inc. has the sole power to vote or direct the vote of 2,505,057 shares and the sole power to dispose or to direct the disposition of 2,574,399 shares.
  3. As reported in Schedule 13G, dated February 6, 2014, The Vanguard Group is the beneficial owner of 1,608, 855 shares held by various investment advisory clients as of December 31, 2013. According to the filing, The Vanguard Group has the sole power to vote or direct the vote of 42,247 shares, the sole power to dispose or to direct the disposition of 1,569,208 shares, and the shared power to dispose or to direct the disposition of 39,647 shares.
  4. As reported in Amendment No. 4 to Schedule 13G, dated February 12, 2014, The London Company is the beneficial owner of 1,555,811 shares held by various investment advisory clients as of December 31, 2013. According to the filing, The London Company has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of 1,453,361 shares and the shared power to dispose or to direct the disposition of 102,450 shares.
  5. As reported in Amendment No. 3 to Schedule 13G, dated February 14, 2014 as filed with the SEC on February 12, 2014, T. Rowe Price Associates, Inc. ("Price Associates") is the beneficial owner of 1,513,971 shares held by various individual and institutional investors as of December 31, 2013, which Price Associates serves as an investment adviser with power to direct investments and/or power to vote the securities. According to the filing, Price Associates has the sole power to vote or direct the vote of 485,310 shares and the sole power to dispose or to direct the disposition of 1,513,971 shares. For purposes of the reporting requirements of the Securities Exchange Act of 1934, as amended, Price Associates is deemed to be the beneficial owner of such shares; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such shares.