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Woodward, Inc. – ‘8-K’ for 1/25/23

On:  Tuesday, 1/31/23, at 12:05pm ET   ·   For:  1/25/23   ·   Accession #:  950170-23-1448   ·   File #:  1-39265

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/31/23  Woodward, Inc.                    8-K:5,9     1/25/23   11:691K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     74K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML    467K 
 6: R1          Document And Entity Information                     HTML     45K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
 7: XML         XBRL Instance -- wwd-20230125_htm                    XML     15K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 5: EX-101.LAB  XBRL Labels -- wwd-20230125_lab                      XML     40K 
 3: EX-101.PRE  XBRL Presentations -- wwd-20230125_pre               XML     31K 
 4: EX-101.SCH  XBRL Schema -- wwd-20230125                          XSD     11K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               11±    18K 
11: ZIP         XBRL Zipped Folder -- 0000950170-23-001448-xbrl      Zip     57K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:  C:  C: 
  8-K  
 i false i 000010831200001083122023-01-252023-01-25

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM  i 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):  i January 25, 2023

 

 

 i Woodward, Inc

(Exact name of Registrant as Specified in Its Charter)

 

 

 i Delaware

 i 000-08408

 i 36-1984010

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

 i 1081 Woodward Way

 

 i Fort Collins,  i Colorado

 

 i 80524

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code:  i (970)  i 482-5811

 

 

(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:

 i Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i 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

 i Common Stock, par value $0.001455 per share

 

 i WWD

 

 i 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  i 

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 25, 2023, Woodward, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). The stockholders considered five proposals, each of which is described more fully in the Company’s proxy statement for the 2022 Annual Meeting. Set forth below are the final voting results on each matter submitted to a vote of the Company’s stockholders for the 2022 Annual Meeting. All vote totals have been rounded to the nearest whole share.

 

Proposal 1. Election of a director for a three-year term to hold office until the Company’s 2025 Annual Meeting to be held in or about January 2026:

 

For

Against

Abstain

Broker Non-Votes

David P. Hess

39,338,112

11,648,749

186,036

4,153,697

 

Proposal 2. Advisory resolution regarding the compensation of the Company’s named executive officers (the “Say on Pay” resolution):

 

For

47,326,526

Against

3,713,197

Abstain

133,174

Broker Non-Votes

4,153,697

 

Proposal 3. Advisory resolution regarding the frequency of the stockholder advisory vote on executive compensation:

 

One Year

49,678,066

Two Years

117,011

Three Years

1,270,997

Abstain

106,823

Broker Non-Votes

4,153,697

 

Proposal 4. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending September 30, 2023:

 

For

53,832,651

Against

1,420,127

Abstain

73,816

Broker Non-Votes

0

 

Proposal 5. Approval of an amendment to the Amended and Restated Woodward, Inc. 2017 Omnibus Incentive Plan to increase the number of shares reserved for issuance by 500,000:

 

For

37,629,975

Against

13,149,248

Abstain

393,674

Broker Non-Votes

4,153,697

 

Pursuant to the foregoing, David P. Hess was elected to serve on the Company’s Board of Directors, and Proposals 2, 4, and 5 were each approved. Further, with respect to Proposal 3, the majority of shares of Woodward common stock present in person (virtually) or by proxy and entitled to vote on the matter at the 2022 Annual Meeting voted to recommend that the Company submit future advisory Say on Pay resolutions 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 an advisory Say on Pay resolution on an annual basis unless and until it determines otherwise

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:
99.1
Amended and Restated Woodward, Inc. 2017 Omnibus Incentive Plan

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


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.

Dated: January 31, 2023

 

WOODWARD, INC.

 

By:

/s/ A. Christopher Fawzy

 

 

A. Christopher Fawzy

Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
9/30/23
Filed on:1/31/23
For Period end:1/25/238-K,  DEF 14A
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/17/23  Woodward, Inc.                    10-K        9/30/23  171:36M                                    Donnelley … Solutions/FA
 2/15/23  Woodward, Inc.                    S-8         2/15/23    4:267K                                   Donnelley … Solutions/FA
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