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): | April 27, 2011 |
Woodward, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 0-8408 | 36-1984010 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 1000 East Drake Road, Fort Collins, Colorado | 80525 | |
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_________________________________ (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.
On April 27, 2011, Dennis M. Benning, notified Woodward, Inc. (the “Company”) that he will retire from his position as President, Airframe Systems, effective on June 1, 2011.
Also on April 27, 2011, Marty Glass, the current President, Aircraft Turbine Systems, was appointed as President, Airframe Systems, effective June 1. Glass will immediately begin the transition to his new position in preparation for Mr. Benning’s retirement, and will resign his position as President, Aircraft Turbine Systems, effective on June 1.
As a result of Mr. Glass’ new position, the Company has entered into a new compensatory arrangement with Mr. Glass whereby his annual base salary will be $365,000. His annual incentive pay target will remain at 60% of his base pay. Mr. Glass’ target participation level in the Woodward Long Term Incentive Plan will remain at 35% and he will continue to be eligible to qualify for stock options.
Mr. Glass will relocate from Rockford, Illinois, to Skokie, Illinois, and he will receive the same relocation assistance provided to all transferring Woodward members. In addition, Mr. Glass will receive a lump sum payment in the amount of $250,000 to offset the increased cost of living in the greater Chicago area, as well as the option of a directed offer by the Company so that the proceeds Mr. Glass receives from his Rockford home sale will not be less than his original home purchase price.
The Company is in the process of identifying a successor candidate for the position of President, Aircraft Turbine Systems. In the interim, Thomas A. Gendron, Chief Executive Officer and President, has been appointed to serve in that capacity from June 1 until such time as a successor is named.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the matters described in Item 5.02 of this report 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. | ||||
| May 2, 2011 | By: |
A. Christopher Fawzy
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| Name: A. Christopher Fawzy | ||||
| Title: Corporate Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release of Woodward, Inc., dated May 2, 2011 |
EXHIBIT 99.1
News Release
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 |
Woodward Announces Executive Officer Changes
Fort Collins, Colo., May 2, 2011—Woodward, Inc. (NASDAQ:WWD) today announced that Dennis Benning, Officer of the Company and Airframe Systems President, informed the Company of his intention to retire on June 1, 2011. Mr. Benning, who has been with Woodward 27 years, served in numerous leadership roles for both the aircraft and industrial sides of the business.
“I have worked closely with Dennis over the last twenty years, and appreciate the many contributions he has made to Woodward,” says Tom Gendron, Chairman and CEO of Woodward. “He has worked tirelessly during his career to ensure we met our goals and objectives.”
In addition, Woodward announced that Marty Glass, current Aircraft Turbine Systems President, has accepted the position of Airframe Systems President. Mr. Glass will immediately begin the transition to his new role in preparation for Mr. Benning’s June 1 retirement.
“Marty’s immense knowledge of the aerospace industry during his more than 35 years with Woodward has helped lead the Turbine Systems business group to achieve substantial growth and profitability,” says Mr. Gendron. “I am confident that his knowledge, experience, and dedication will provide the same for Airframe Systems.”
The Company is in the process of identifying a successor candidate for the position of President, Aircraft Turbine Systems. In the interim, Mr. Gendron will serve in that capacity until such time as a successor is named.
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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 economy in general reflect current expectations and are forward-looking statements that involve risks and uncertainties, including but not limited to Woodward’s expectation that Mr. Glass’ knowledge, experience and dedication will help Airframe Systems achieve substantial growth and profitability. 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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