8-K

 

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 (Date of Earliest Event Reported): January 23, 2008

Woodward Governor Company
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-8408	36-1984010
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1000 E. Drake Road, Fort Collins, Colorado		80525
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 970-482-5811

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 8.01 Other Events.

The following events took place at either the Annual Meeting of the Board of Directors of the Company or the Annual Meeting of the Shareholders of the Company, each as held on January 23, 2008:

• Shareholders approved the Board of Directors’ recommendation to increase the number of authorized shares of common stock from 100 million to 150 million shares, and to effect a two for one stock split. One additional share of common stock will be distributed for each share held as of the close of business on February 1, 2008. The shares will be distributed on or about February 14, 2008.

• Shareholders re elected Mary L. Petrovich, Larry E. Rittenberg, and Michael T. Yonker to the Board of Directors of the Company for terms of three years.

• Shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2008.

• The Board of Directors approved a n increase in the quarterly cash dividend from $0.11 to $0.12 per share on a pre stock split basis (or from $0.055 to $0.06 per share on a post stock split basis), beginning with the March 3, 2008 dividend payment to shareholders of record as of February 18, 2008. This increase raises the indicated annualized dividend rate to $0.48 per share on a pre split basis (or $0.24 per share on a post split basis), an increase of 9 percent.

• The Board of Directors appointed Thomas A. Gendron, President and Chief Executive Officer and a Director of the Company, as Chairman of the Board of Directors of the Company, a position previously held by John A. Halbrook, the former President and Chief Executive Officer of the Company. Mr. Halbrook will remain as a Director.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements:
None

(b) Proforma financial information:
None

(c) Shell company transactions:
None

(d) Exhibits:

99.1 Press Release Announcing Shareholder Meeting Results
99.2 Press Release Announcing Gendron Named Chairman

SIGNATURES

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.

	Woodward Governor Company
January 28, 2008	By:	A. Christopher Fawzy
		Name: A. Christopher Fawzy
		Title: Vice President, General Counsel, and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release Announcing Shareholder Meeting Results
99.2	Press Release Announcing Gendron Named Chairman

EX-99.1

News Release

Woodward Governor Company
1000 East Drake Road
Fort Collins, Colorado 80525, USA
Tel: 970-482-5811
Fax: 970-498-3058

FOR IMMEDIATE RELEASE

CONTACT: Robert F. Weber, Jr.

Chief Financial Officer and Treasurer
970-498-3112

Shareholders Approve Two-for-One Stock Split at Annual Meeting and

Woodward Board Approves Dividend Increase

Fort Collins, Colo., January 23, 2008—Woodward Governor Company (Nasdaq:WGOV) today announced at its annual meeting that shareholders approved the Board of Directors’ recommendation to increase the number of authorized shares of common stock from 100 million to 150 million shares, and to effect a two-for-one stock split. One additional share of common stock will be distributed for each share held as of the close of business on February 1, 2008. The shares will be distributed on or about February 14, 2008.

Also, Woodward’s Board of Directors has approved an increase in the quarterly cash dividend from $0.11 to $0.12 per share (on a pre-stock split basis) or from $0.055 to $0.06 on a post-stock split basis, beginning with the March 3, 2008 dividend payment to shareholders of record as of February 18, 2008. This increase raises the indicated annualized dividend rate to $0.48 (pre-split), or $0.24 (post-split), an increase of 9 percent.

“This increase reflects our confidence in Woodward’s long-term strategies and prospects,” said Thomas A. Gendron, Woodward’s President and Chief Executive Officer.

Furthermore, the shareholders re-elected Mary L. Petrovich, Larry E. Rittenberg, and Michael T. Yonker to the Board of Directors for terms of three years and ratified the appointment of Deloitte & Touche LLP as Woodward’s independent registered public accounting firm for the year ending September 30, 2008.

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About Woodward
Woodward is an independent designer, manufacturer, and service provider of energy control and optimization solutions for engine, aircraft and industrial turbines, and electrical power system equipment. The company’s innovative fluid energy, combustion control, electrical energy, and motion control systems help customers offer cleaner, more reliable, and cost-effective equipment. Woodward is headquartered in Fort Collins, Colorado USA and serves global markets in aerospace, power and process industries and transportation. Visit our website at www.woodward.com.

The statements in this release concerning the company’s future sales, earnings, business and financial performance, the consistent value Woodward offers to its shareholders, the company’s prospects, and the economy in general reflect current expectations and are forward-looking statements that involve risks and uncertainties. Actual results could differ materially from projections or any other forward-looking statement and we have no obligation to update our forward-looking statements. Factors that could affect performance and could cause actual results to differ materially from projections and forward-looking statements are described in Woodward’s Annual Report and Form 10-K for the year ended September 30, 2007 and Quarterly Report Form 10-Q for the quarter ended December 31, 2007, to be filed shortly.

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News Release

Woodward Governor Company
1000 East Drake Road
Fort Collins, Colorado 80525, USA
Tel: 970-482-5811
Fax: 970-498-3058

FOR IMMEDIATE RELEASE

CONTACT: Rose Briani-Burden
Business Communications

815-639-6282

Gendron Named Woodward Chairman of the Board

Fort Collins, Colo., January 23, 2008—Woodward Governor Company (Nasdaq:WGOV) today announced that the Board of Directors named Thomas A. Gendron as Chairman of the Board, effective immediately, in addition to his responsibilities as Chief Executive Officer and President. Mr. Gendron has been a director of the company since 2005.

John A. Halbrook, former Chairman of the Board, said, “Naming Tom as Chairman completes Woodward’s succession plan that we have been executing over the past several years. I am confident that Tom has the vision and experience to lead Woodward.” Mr. Halbrook will continue to serve as a director of Woodward.

“I am honored to accept this key leadership role and look forward to continuing to guide Woodward as we execute our strategic initiatives to grow the company,” said Mr. Gendron.

Woodward will continue its practice to have a strong independent lead director.

About Woodward
Woodward is an independent designer, manufacturer, and service provider of energy control and optimization solutions for engine, aircraft and industrial turbines, and electrical power system equipment. The company’s innovative fluid energy, combustion control, electrical energy, and motion control systems help customers offer cleaner, more reliable, and cost-effective equipment. Woodward is headquartered in Fort Collins, Colorado USA and serves global markets in aerospace, power and process industries and transportation. Visit our website at www.woodward.com.

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The statements in this release concerning the company’s future sales, earnings, business performance, prospects, and the economy in general reflect current expectations and are forward-looking statements that involve risks and uncertainties. Actual results could differ materially from projections or any other forward-looking statement and we have no obligation to update our forward-looking statements. Factors that could affect performance and could cause actual results to differ materially from projections and forward-looking statements are described in Woodward’s Annual Report and Form 10-K for the year ended September 30, 2007 and Quarterly Report Form 10-Q for the quarter ended December 31, 2007, to be filed shortly.

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