0000108312-14-000007.txt : 20140124 0000108312-14-000007.hdr.sgml : 20140124 20140124155001 ACCESSION NUMBER: 0000108312-14-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140124 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140124 DATE AS OF CHANGE: 20140124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Woodward, Inc. CENTRAL INDEX KEY: 0000108312 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 361984010 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08408 FILM NUMBER: 14545965 BUSINESS ADDRESS: STREET 1: 1000 EAST DRAKE ROAD CITY: FORT COLLINS STATE: CO ZIP: 80525 BUSINESS PHONE: 970-482-5811 MAIL ADDRESS: STREET 1: 1000 EAST DRAKE ROAD CITY: FORT COLLINS STATE: CO ZIP: 80525 FORMER COMPANY: FORMER CONFORMED NAME: WOODWARD GOVERNOR CO DATE OF NAME CHANGE: 19920703 8-K 1 wwd-20140124x8k.htm 8-K a8ed9182835c4fc

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Date of Report: January 22, 2014

(Date of earliest event reported)

 

 

Woodward, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

DE

(State or other jurisdiction

of incorporation)

000-8408

(Commission File Number)

36-1984010

(IRS Employer

Identification Number)

 

 

 

 

 

 

1000 East Drake Road, Fort Collins, Colorado

(Address of principal executive offices)

 

80525

(Zip Code)

 

 

 

970-482-5811

(Registrant's telephone number, including area code)

 

 

 

 

Not Applicable

(Former Name or Former Address, if changed since last report)

 

 

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 communications 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))

 

 

 

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

On January 22, 2014, Woodward, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “2013 Annual Meeting”). The stockholders considered three proposals, each of which is described more fully in the Company’s proxy statement for the 2013 Annual Meeting. Set forth below are the final voting results on each matter submitted to a vote of the Company’s stockholders for the 2013 Annual Meeting.

 

Proposal 1. Election of three directors for a three-year term to expire in or about January 2017:

 

 

 

 

 

 

 

 

 

 

For

 

Withhold

 

Broker Non-Votes

Mary L. Petrovich

 

 52,661,915 

 

 3,893,879

 

 

 7,068,404

 

Larry E. Rittenberg

 

 55,375,341

 

 1,180,453

 

 

 7,068,404

 

Paul Donovan

 

 52,960,350 

 

3,595,444

 

 

 7,068,404

 

 

Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm:

 

 

 

 

 

 

 

 

 

 

For

 

 63,193,188

 

 

Against

 

 303,606

 

 

Abstain

 

 127,404

 

 

 

Proposal 3. Advisory resolution on executive compensation:

 

 

 

 

 

 

 

 

For

 

52,490,544

 

Against

 

3,315,294

 

Abstain

 

749,956

 

Broker Non-Votes

 

7,068,404

 

 

As previously reported, pursuant to an advisory resolution based on a vote held at the Company’s 2010 Annual Meeting of Stockholders, stockholders representing more than a majority of the votes cast recommended that the Company hold votes on future advisory resolutions on executive compensation on an annual basis. In light of these voting results and other factors, the Board of Directors of the Company has elected to include in the Company’s proxy materials a non-binding advisory resolution on executive compensation on an annual basis unless and until it determines otherwise.

 

 

 

 

 

 

SIGNATURE

 

      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.

 

 

 

 /s/ A. Christopher Fawzy                    

 

Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

 

 

Dated: January 24, 2014

WOODWARD, INC.

 

By:  /s/ A. Christopher Fawzy                    

     A. Christopher Fawzy

      Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer