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 25, 2012 |
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 5.07 Submission of Matters to a Vote of Security Holders.
On January 25, 2012, Woodward, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”). The stockholders considered four proposals, each of which is described more fully in the Company’s proxy statement for the 2011 Annual Meeting. Set forth below are the final voting results on each matter submitted to a vote of the Company’s stockholders for the 2011 Annual Meeting.
Proposal 1. Election of four directors for a three-year term to expire in or about January 2015:
| For | Withhold | Broker Non-Votes | ||||||||||
| Paul Donovan | 54,257,896 | 2,563,170 | 6,239,608 | |||||||||
| Thomas A. Gendron | 54,849,342 | 1,971,724 | 6,239,608 | |||||||||
| John A. Halbrook | 54,660,810 | 2,160,256 | 6,239,608 | |||||||||
| Ronald M. Sega | 56,009,452 | 811,614 | 6,239,608 | |||||||||
Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm:
| For | 62,283,419 | |||
| Against | 664,157 | |||
| Abstain | 113,098 |
Proposal 3. Advisory vote on executive compensation:
| For | 53,542,417 | |||
| Against | 2,583,009 | |||
| Abstain | 695,640 | |||
| Broker Non-Votes | 6,239,608 |
Proposal 4. Reapproval of material terms for qualified performance-based awards for Section 162(m) purposes under the Woodward 2006 Omnibus Incentive Plan:
| For | 53,544,250 | |||
| Against | 2,926,027 | |||
| Abstain | 350,789 | |||
| Broker Non-Votes | 6,239,608 |
As previously reported, pursuant to an advisory vote held at the Company’s 2010 Annual Meeting of Stockholders, stockholders representing more than a majority of the votes cast recommended that the Company hold future advisory votes on executive compensation on an annual basis. In light of these voting results and other factors, the Board of Directors of the Company has elected to include in the Company’s proxy materials a non-binding advisory vote on executive compensation on an annual basis until no earlier than such time as the results of the next required non-binding advisory vote on the frequency of each such proposal are available.
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. | ||||
| January 26, 2012 | By: | A. Christopher Fawzy | ||
| Name: A. Christopher Fawzy | ||||
| Title: Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | ||||