Jan 2015 Annual Meeting Voting Results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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: January 21, 2015

(Date of earliest event reported)

 

 

Woodward, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

DE

(State or other jurisdiction

of incorporation)

000-8408

(Commission File Number)

36-1984010

(IRS Employer

Identification Number)

 

 

 

 

 

 

1000 East Drake Road, Fort Collins, Colorado

(Address of principal executive offices)

 

80525

(Zip Code)

 

 

 

970-482-5811

(Registrant's telephone number, including area code)

 

 

 

 

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 21, 2015, Woodward, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders (the “2014 Annual Meeting”). The stockholders considered three proposals, each of which is described more fully in the Company’s proxy statement for the 2014 Annual Meeting. Set forth below are the final voting results on each matter submitted to a vote of the Company’s stockholders for the 2014 Annual Meeting.

 

Proposal 1. Election of three directors for a three-year term to hold office until the Company’s 2017 Annual Meeting to be held in or about January 2018:

 

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Thomas A. Gendron

 

51,822,487

 

2,130,011

 

115,032

 

6,950,799

John A. Halbrook

 

50,175,291

 

3,791,695

 

100,545

 

6,950,798

Ronald M. Sega

 

53,189,379

 

629,577

 

248,574

 

6,950,799

 

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, 2015:

 

 

 

 

 

 

 

 

 

 

For

 

59,530,373

 

 

Against

 

1,351,204

 

 

Abstain

 

136,752

 

 

 

Proposal 3. Advisory resolution regarding the compensation of the Company’s named executive officers:

 

 

 

 

 

 

 

 

For

 

52,148,894

 

Against

 

1,376,221

 

Abstain

 

542,408

 

Broker Non-Votes

 

6,950,806

 

 

As previously reported, pursuant to an advisory resolution based on a 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 votes on future advisory resolutions 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 resolution on executive compensation on an annual basis unless and until it determines otherwise.

 

 

 

 

 


 

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.

 

 

 

 /s/ A. Christopher Fawzy                    

 

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

 

 

Dated: January 23, 2015

WOODWARD, INC.

 

By:  /s/ A. Christopher Fawzy                    

     A. Christopher Fawzy

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