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): February 14, 2011

Woodward, Inc.
__________________________________________
(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 East 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective February 14, 2011, Woodward, Inc. (the “Company”) established two groups within its Turbine Systems business segment: Aircraft Turbine Systems and Industrial Turbomachinery Systems. In connection with the formation of the two groups, the Board of Directors (the “Board”) of the Company established the positions of President, Aircraft Turbine Systems and President, Industrial Turbine Systems, to replace the position of President, Turbine Systems. On February 10, 2011, the Board appointed Martin V. Glass, age 54, to the position of President, Aircraft Turbine Systems, and appointed James D. Rudolph, age 49, to the position of President, Industrial Turbomachinery Systems. Both appointments are effective February 14, 2011.

Mr. Glass led the Company’s Turbine Systems business segment as President from October 2009 through the date of his new appointment, and as Group Vice President from September 2007 to September 2009. He served as Vice President of the Aircraft Engine Systems Customer business segment from December 2002 through August 2007. From February 2000 through December 2002, Mr. Glass was Director of Sales, Marketing, and Engineering. Prior to 2000, Mr. Glass served in a variety of roles of increasing responsibility within Woodward’s aircraft business since joining Woodward in 1975. He holds a Bachelor of Science from the Milwaukee School of Engineering and an Executive Master of Business Administration from the Kellogg Graduate School of Management. Mr. Glass was previously designated as an executive officer of the Company and his status as such, as well as his compensatory arrangement with the Company, remain unchanged.

Mr. Rudolph led Woodward’s Global Sourcing organization from April 2005 through the date of his new appointment, and served as Director of Engineering for Industrial Controls from March 2000 through April 2005. Prior to March 2000, Mr. Rudolph served in a variety of engineering, operations and sales roles at the Company since joining it in 1984. Mr. Rudolph holds a Bachelor of Science in Mechanical Engineering from Colorado State University and completed post graduate work in electronics and control. In connection with his new position, the Board appointed Mr. Rudolph as an executive officer of the Company.

As a result of his new role, the Company entered into a new compensatory arrangement with Mr. Rudolph whereby his annual base salary will be $235,000 and his annual incentive pay target will be 60% of his base pay. Beginning with the performance cycle commencing in fiscal year 2012, Mr. Rudolph’s target participation level in the Woodward Long Term Incentive Plan will be 35%. Mr. Rudolph will continue to be eligible to qualify for stock options.

Item 7.01 Regulation FD Disclosure.

A copy of the media alert announcing the matters described in Item 5.02 of this report, as well as other organizational changes at the Company, is furnished herewith as Exhibit 99.1.

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, Inc.
February 14, 2011	By:	A. Christopher Fawzy
		Name: A. Christopher Fawzy
		Title: Corporate Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Media Alert of Woodward, Inc., dated February 14, 2011

EX-99.1

EXHIBIT 99.1

Media Alert

Woodward, Inc.
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

Groups Established within Turbine Systems Business Segment
Executive Officer and Corporate Officer Appointed

Fort Collins, Colo., February 14, 2011—Woodward, Inc. (NASDAQ:WWD) announced it established two groups within its Turbine Systems business segment: Aircraft Turbine Systems and Industrial Turbomachinery Systems, effective today.

“Recognizing both our recent market share gains and our anticipated future accelerated growth, we believe this action will provide even more focused leadership for our customers served by our Turbine Systems business segment,” said Thomas A. Gendron, Chairman and Chief Executive Officer.

Leading the Groups
In connection with the formation of these groups, Woodward named Martin V. Glass, 54, as Aircraft Turbine Systems President and James D. Rudolph, 49, as Industrial Turbomachinery Systems President. Mr. Glass and Mr. Rudolph will coordinate their efforts regarding technology and strategy within the broader Turbine Systems business segment.

As a 35-year Woodward veteran, Mr. Glass has served in roles of increasing responsibility and has been instrumental in driving the excellent performance of the Turbine Systems business segment, where he most recently served as President. Mr. Glass holds a bachelor’s degree in Mechanical Engineering Technology from the Milwaukee School of Engineering and an MBA from the Kellogg Graduate School of Management.

Mr. Rudolph, who most recently served as Corporate Vice President, Global Sourcing, joined Woodward in 1984 in engineering. He assumed leadership roles with increasing responsibilities in engineering and global sourcing, where he was instrumental in the globalization of Woodward’s supply chain management across all its business segments. Mr. Rudolph holds a bachelor’s degree in Mechanical Engineering from Colorado State University. In connection with his new position, the Board appointed Mr. Rudolph as an executive officer.

New Corporate Officer Named
Additionally, Woodward named Mr. Matthew F. Taylor, 48, as its Corporate Vice President, Supply Chain, filling the position previously held by Mr. Rudolph. The Board appointed Mr. Taylor as a corporate officer of the company.

Mr. Taylor previously served as Vice President Engine Fluid Systems and Controls CoE (Center of Excellence). Before joining Woodward in 2005, he held management positions at Warner Electric and Eaton Corporation. He earned a bachelor’s degree in Civil Engineering from Michigan State University and a master’s degree in Management from Purdue University.

All changes are effective February 14, 2011. Mr. Rudolph, Mr. Glass, and Mr. Taylor will report to Mr. Gendron.

About Woodward
Woodward is an independent designer, manufacturer, and service provider of energy control and optimization solutions used in global infrastructure equipment. We serve the aerospace and defense, power generation and distribution, and transportation markets. Our systems and components optimize the performance of commercial aircraft; military aircraft, ground vehicles and other equipment; gas and steam turbines; wind turbines; reciprocating engines; and electrical power systems. The company’s innovative fluid energy, combustion control, electrical energy, and motion control systems help customers offer cleaner, more reliable, and more efficient equipment. Our customers include leading original equipment manufacturers and end users of their products. Woodward is headquartered in Fort Collins, Colo., USA. Visit our website at www.woodward.com.

The statements in this release concerning the company’s future sales, earnings, business performance, prospects, and the impact of the groups established within the Turbine Systems business segment reflect current expectations and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including, but not limited to, statements involving risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. 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, 2010 and any subsequently filed Quarterly Report on Form 10-Q.

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