UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 27, 2021
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Woodward, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 000-8408 | 36-1984010 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1081 Woodward Way
Fort Collins, Colorado 80524
(Address of Principal Executive Offices) (Zip Code)
(970) 482-5811
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001455 | WWD | Nasdaq Global Select Market |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2021, the Board of Directors (the "Board") of Woodward, Inc. ("Woodward") appointed David P. Hess to serve on the Board, effective immediately. Mr. Hess was also appointed to the Board's Compensation Committee and Nominating and Governance Committee. Mr. Hess will be included in the class of directors who have been elected to hold office until Woodward's 2022 annual meeting of stockholders (to be held in or about January 2023) and until their successors have been duly elected and qualified. In connection with this appointment, the Board increased the approved number of its directors from eight to nine.
Mr. Hess will receive both an initial equity grant of non-qualified Woodward stock options and the same cash compensation for service as a director as is provided to Woodward's other directors (in each case, prorated for the balance of Woodward's fiscal year 2021), as provided for in the Company's Outside Director Compensation Policy, filed with the Company's Annual Report on Form 10-K for the year ended September 30, 2020.
Item 9.01. Financial Statements and Exhibits.
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.
| | Woodward, Inc. |
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| Dated: January 27, 2021 | By: | /s/ A. Christopher Fawzy |
| | | A. Christopher Fawzy |
| | | Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer |
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