8-K

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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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:

Securities registered pursuant to Section 12(b) of the Act:

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.

EdgarFiling EXHIBIT 99.1

Woodward Announces Appointment of New Board Member David Hess

FORT COLLINS, Colo., Jan. 27, 2021 (GLOBE NEWSWIRE) -- Woodward, Inc. (NASDAQ:WWD) today announced that its Board of Directors has appointed David Hess, 65, to serve on the Board, effective immediately. Mr. Hess will also serve on the Compensation Committee and the Nominating and Governance Committee of the Board.

Most recently, Mr. Hess served as the CEO for Arconic Corporation. Prior to Arconic, Mr. Hess served in numerous executive leadership roles during his 38-year career at United Technologies Corporation (“UTC”) including Executive Vice President and Chief Customer Officer for UTC Aerospace, President of Pratt & Whitney, as well as President of Hamilton Sundstrand, the UTC business where he began his professional career in 1979. Mr. Hess also brings extensive boardroom experience at public and private aerospace, defense and industrial companies.

“Mr. Hess brings a strong background in senior executive leadership roles in the aerospace & defense sectors. His deep industry experience, proven track record, collaborative style and strong technical background make him a great fit for Woodward,” said Thomas A. Gendron, Woodward Chairman of the Board and Chief Executive Officer.

Mr. Hess holds a Bachelor’s degree in Physics from Hamilton College, Bachelor’s and Master’s degrees in Electrical Engineering from Rensselaer Polytechnic Institute, and a Master’s in Management from the Sloan School of Management at the Massachusetts Institute of Technology.

About Woodward, Inc.

Woodward is an independent designer, manufacturer, and service provider of control system solutions and components for the aerospace and industrial markets. The company's innovative fluid, combustion, electrical, and motion control systems help customers offer cleaner, more reliable, and more efficient equipment. Our customers include leading original equipment manufacturers and end users of their products. 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, 2020.