-----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, RJTntfOM+WseUFX1hyUv/8Vus7I0fMvdisalhDAfbQ6ohHeVL1pg1UcHjChABJfM G8Doct+3RH2+McI/dvueFQ== 0001209191-11-004504.txt : 20110121 0001209191-11-004504.hdr.sgml : 20110121 20110121190940 ACCESSION NUMBER: 0001209191-11-004504 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110118 FILED AS OF DATE: 20110121 DATE AS OF CHANGE: 20110121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HALBROOK JOHN A CENTRAL INDEX KEY: 0001113697 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08408 FILM NUMBER: 11542391 MAIL ADDRESS: STREET 1: 5001 NORTH SECOND STREET CITY: ROCKFORD STATE: IL ZIP: 61111 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 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2011-01-18 0 0000108312 WOODWARD GOVERNOR CO WGOV 0001113697 HALBROOK JOHN A 1000 E. DRAKE ROAD FORT COLLINS CO 80525 1 0 0 0 Woodward Governor Company Common Stock 2011-01-18 4 M 0 22692 A 1724663 D Woodward Governor Company Common Stock 2011-01-18 4 F 0 6975 36.70 D 1717688 D Phantom Stock Units 2011-01-18 4 M 0 22692 0.00 D 2011-01-18 Common Stock 22692 113531.233 D See attached Exhibit 99.1. Shares withheld to cover the tax liability incident to the issuance of shares under the Plan in accordance with Rule 16b-3. Phantom stock units disposed of incident to the settlement of a distribution from the Plan in accordance with Rule 16b-3. Jody L. Harrell by Power of Attorney 2011-01-21 EX-24.4_359780 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints David H. Haddon, Kathleen A. Waelti, Lynsey L. Weimer or Jody L. Harrell, 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 1st day of June, 2010. John A. Halbrook EX-99.1 3 attachment1.htm EX-99.1 DOCUMENT
EXHIBIT 99.1:

Footnote 1:
The reporting person participates in the Woodward Executive Benefit Plan (the
"Plan").  Pursuant to an election made under the Plan, each phantom stock unit
accrued under the Plan entitled the reporting person to receive on January 18,
2011 one share of Woodward Governor Company (the "Company") common stock, less
shares not distributed to the reporting person to cover tax liabilities.  See
footnote 2.  The reporting person received a net distribution of 15,717 shares
of Company common stock.  Phantom stock units are accrued under the Plan and are
to be settled in 100% stock on a one-for-one basis at the distribution date
specified at the time of election.  Each phantom stock unit is the economic
equivalent of one share of Company common stock.  The total shown represents the
dollar amount of deferrals divided by the current share price and, therefore,
the number of shares reported may fluctuate from period to period.  The total
shown also includes phantom stock units acquired in connection with dividend
reinvestments and other acquisitions made under the Plan.

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