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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): May 7, 2023
_______________________________
WOODWARD, INC.
(Exact name of registrant as specified in its charter)
_______________________________
| 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)
_______________________________
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. ☐
On May 7, 2023, the Board of Directors (the “Board”) of Woodward, Inc. (“Woodward”) elected Mary D. Petryszyn and Tana L. Utley to serve on the Board, effective June 1, 2023. Ms. Petryszyn and Ms. Utley will each serve in the class of directors with a term ending at Woodward’s 2025 annual meeting of stockholders (to be held in or about January 2026) and until their successors have been duly elected and qualified. In connection with Mses. Petryszyn and Utley joining the Board, the Board increased the authorized number of directors from 8 to 10. Ms. Petryszyn and Ms. Utley have not yet been appointed to any committees of the Board.
Ms. Petryszyn and Ms. Utley will receive compensation as provided for in the Company's Outside Director Compensation Policy, described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 9, 2022.
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
99.1 Press Release of Woodward, Inc. dated May 10, 2023
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.
| Woodward, Inc. | ||
| Dated: May 10, 2023 | By: | /s/ A. Christopher Fawzy |
| A. Christopher Fawzy | ||
| Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | ||
EXHIBIT 99.1
Woodward Announces Two Appointments to Board of Directors: Mary Petryszyn and Tana Utley
FORT COLLINS, Colo., May 10, 2023 (GLOBE NEWSWIRE) -- Woodward, Inc. (NASDAQ: WWD), a global leader in energy conversion and control solutions for aerospace and industrial markets, announced today that two new members have been named to its Board of Directors, effective June 1: Mary Petryszyn, former Corporate Vice President for Northrop Grumman Corporation, and Tana Utley, former Vice President, Large Power Systems Division, Caterpillar Inc.
“Mary and Tana will be outstanding additions to Woodward’s Board,” said Chip Blankenship, Chair and CEO of Woodward. “They bring deep expertise to their roles as directors, developed through their impressive careers as leaders in aerospace and industrial sectors. The Board and I are looking forward to working with them as we continue to create value for our customers, shareholders and members, and set the course for our future growth.”
Mary D. Petryszyn is former Corporate Vice President of Defense systems for Northrop Grumman Corporation. Prior to that she served as President of Northrop Grumman Defense. During her tenure at Northrop Grumman, her roles also included Sector Vice President and General Manager of the Land and Avionics C4ISR division and Vice President of Global Strategy and Mission Solutions. Petryszyn’s extensive global experience in government and defense markets also includes previous leadership roles at Singer-Link, Hughes Aircraft Company, and Raytheon. Petryszyn serves on the Board of Directors for Saab Inc. and the Board of Governors of the United Service Organizations (USO). She also served on the Corporate Partnership Council for the Society of Women Engineers (SWE). She holds a B.S. degree in electrical and computer engineering from Clarkson University and a master’s degree in computer engineering from Syracuse University.
Tana L. Utley had a successful 36-year career at Caterpillar, where she started as a junior engineer and rose to key senior leadership positions in technology and business. Prior to her role as Vice President of Large Power Systems, a position she held for nearly a decade, she held roles of Vice President of Industrial Power Systems Division and Chief Technology Officer of the company’s Product Development & Global Technology division. Her earlier roles included General Management positions in Caterpillar’s components and engines businesses, leader of the Electronic & Electrical Systems business unit and Director of the Engine Design, Large Engine Products Division. She played an instrumental role in Caterpillar’s diesel engine strategy, and the development of near-zero-emissions engines. Utley currently serves on the board of SPX Technologies Inc. She holds a B.S. in mechanical engineering from Bradley University and a master’s degree in management from the Massachusetts Institute of Technology, where she was a Sloan Fellow.
Mary Petrovich and Paul Donovan retired from their positions as Woodward Board members earlier this year, each after serving as a director for more than 20 years and making significant contributions to protecting and building the company’s value during that time.
About Woodward, Inc.
Woodward is the global leader in the design, manufacture, and service of energy conversion and control solutions for the aerospace and industrial equipment markets. Together with our customers, we are enabling the path to a cleaner, decarbonized world. Our innovative fluid, combustion, electrical, propulsion and motion control systems perform in some of the world’s harshest environments. Woodward is a global company headquartered in Fort Collins, Colorado, USA. Visit our website at www.woodward.com.
Notice Regarding Forward-Looking Statements
The statements in this release contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from projections or any other forward-looking statements and we have no obligation to update our forward-looking statements. Factors that could affect performance and could cause actual results to differ materially from projections and forward-looking statements are described in Woodward's Annual Report and Form 10-K for the year ended September 30, 2022 and any subsequently filed Quarterly Report on Form 10-Q.
Investor Contact
Dan Provaznik
Director Investor Relations
970-498-3849
Dan.Provaznik@Woodward.com
Media Contact
Jennifer Regina
Vice President Communications
704-712-5721
Jennifer.regina@woodward.com
Photos accompanying this announcement are available at:
https://www.globenewswire.com/NewsRoom/AttachmentNg/86cfe6fd-02aa-4e5a-afe2-8c7c2480db91
https://www.globenewswire.com/NewsRoom/AttachmentNg/023e5054-73e0-44ff-814d-08e7e4140537