-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EyQ9WhQpkVHcKC5GAhVJeROMBjaGpkBvHf5LsHsZsuAUzWdE90fyDetYcATroeqI 7Ct44VvV09FEW5nzg/407g== 0001209191-07-057860.txt : 20071010 0001209191-07-057860.hdr.sgml : 20071010 20071010180145 ACCESSION NUMBER: 0001209191-07-057860 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070926 FILED AS OF DATE: 20071010 DATE AS OF CHANGE: 20071010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WOODWARD GOVERNOR CO CENTRAL INDEX KEY: 0000108312 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 361984010 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 5001 N SECOND ST STREET 2: P O BOX 7001 CITY: ROCKFORD STATE: IL ZIP: 61125-7001 BUSINESS PHONE: 8158777441 MAIL ADDRESS: STREET 1: 5001 N SECOND ST STREET 2: PO BOX 7001 CITY: ROCKFORD STATE: IL ZIP: 61125-7001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benning Dennis M CENTRAL INDEX KEY: 0001414479 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08408 FILM NUMBER: 071165972 BUSINESS ADDRESS: BUSINESS PHONE: (970) 686-1454 MAIL ADDRESS: STREET 1: 904 LOOKOUT COURT CITY: WINDSOR STATE: CO ZIP: 80550 3 1 doc3.xml FORM 3 SUBMISSION X0202 3 2007-09-26 0 0000108312 WOODWARD GOVERNOR CO WGOV 0001414479 Benning Dennis M 1000 E. DRAKE ROAD FORT COLLINS CO 80525 0 1 0 0 Group Vice President Woodward Governor Company Common Stock 1185.45 I By Stock Plan Nonqualified Stock Option (Right to Buy) 15.4733 2013-11-21 Common Stock 6750 D Nonqualified Stock Option (Right to Buy) 23.8167 2014-11-24 Common Stock 12000 D Nonqualified Stock Option (Right to Buy) 27.00 2015-11-23 Common Stock 16313 D Nonqualified Stock Option (Right to Buy) 36.98 2016-11-15 Common Stock 14500 D Phantom Stock Units Common Stock 748.226 D Options become exercisable at the rate of 25% per year beginning 11/21/2004. Options become exercisable at the rate of 25% per year beginning 11/24/2005. Options become exercisable at the rate of 25% per year beginning 11/23/2006. Options become exercisable at the rate of 25% per year beginning 11/15/2007. The reporting person participates in the Woodward Executive Benefit Plan. Phantom stock units are accrued under the Plan and are to be settled in 100% stock on a one-for-one basis upon separation from the Company. The total shown represents the account balance in dollars divided by the current share price and, therefore, the number of shares reported may fluctuate from period to period. The total shown also includes shares acquired under the Company's Dividend Reinvestment Plan. Kathleen A. Waelti by Power of Attorney 2007-10-10 EX-24.3_207187 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Kathleen A. Waelti or Rose Marie Williams, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Woodward Governor Company (the "Company") Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of September, 2007. Dennis M. Benning Signature -----END PRIVACY-ENHANCED MESSAGE-----