UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 (see General Instructions A.2. below):
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 27, 2021, Woodward, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). The stockholders considered five proposals, each of which is described more fully in the Company’s proxy statement for the 2020 Annual Meeting. Set forth below are the final voting results on each matter submitted to a vote of the Company’s stockholders for the 2020 Annual Meeting. All vote totals have been rounded to the nearest whole share.
Proposal 1. Election of three directors for a three-year term to hold office until the Company’s 2023 Annual Meeting to be held in or about January 2024:
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For |
Against |
Abstain |
Broker Non-Votes |
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Thomas A. Gendron |
49,448,302 |
4,553,219 |
44,367 |
5,050,631 |
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Daniel G. Korte |
44,241,278 |
9,726,629 |
77,981 |
5,050,631 |
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Ronald M. Sega |
48,828,326 |
5,135,641 |
81,921 |
5,050,631 |
Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending September 30, 2021:
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For |
57,887,300 |
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Against |
1,159,051 |
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Abstain |
50,168 |
Proposal 3. Advisory resolution regarding the compensation of the Company’s named executive officers:
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For |
51,344,613 |
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Against |
2,489,089 |
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Abstain |
212,185 |
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Broker Non-Votes |
5,050,631 |
Proposal 4. Proposal for the approval of an amendment to the Amended and Restated Woodward, Inc. 2017 Omnibus Incentive Plan:
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For |
50,621,611 |
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Against |
3,239,019 |
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Abstain |
185,257 |
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Broker Non-Votes |
5,050,631 |
Proposal 5. Stockholder proposal entitled “Increase Diversity of Director Nominees”:
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For |
3,817,070 |
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Against |
49,740,925 |
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Abstain |
487,892 |
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Broker Non-Votes |
5,050,631 |
Pursuant to the foregoing, the three nominees were each elected to serve on the Company’s Board of Directors, and Proposals 2-4 were each approved. Proposal 5 was not approved because it did not receive the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the 2020 Annual Meeting and entitled to vote thereon.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
99.1 Amended and Restated Woodward, Inc. Omnibus Incentive Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
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.
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Dated: February 2, 2021
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WOODWARD, INC.
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By: |
/s/ A. Christopher Fawzy |
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A. Christopher Fawzy Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer |
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