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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):  January 24, 2024

_______________________________

Woodward, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware000-840836-1984010
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001455WWDNasdaq 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. ☐

 
 
Item 8.01. Other Events.

On January 24, 2024, the Board of Directors of Woodward, Inc. approved a cash dividend of $0.25 per share for the quarter, payable on March 5, 2024, for stockholders of record as of February 20, 2024.

Item 9.01. Financial Statements and Exhibits.

(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 January 25, 2024
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: January 25, 2024By: /s/ A. Christopher Fawzy        
  A. Christopher Fawzy
  Executive Vice President, General Counsel, Chief Compliance Officer and Secretary
  

 

EXHIBIT 99.1

Woodward Increases Quarterly Dividend by 14 Percent and Authorizes $600 million Stock Repurchase Program

FORT COLLINS, Colo., Jan. 25, 2024 (GLOBE NEWSWIRE) -- Woodward, Inc. (NASDAQ: WWD) today announced that its Board of Directors approved a dividend of $0.25 per share, an increase of approximately 14 percent from the prior quarter’s dividend of $0.22 per share. The dividend will be payable on March 5, 2024, for stockholders of record as of February 20, 2024. Woodward also announced that its Board of Directors authorized a three-year stock repurchase program, under which up to $600 million in Woodward stock may be repurchased in the open market and private transactions. This new program replaces the previously authorized two-year $800 million repurchase program, which was initially authorized in January 2022, and under which the company repurchased approximately $572 million in stock.

“These announcements reflect Woodward’s strong balance sheet, ability to generate cash flow, and our balanced capital allocation strategy, which includes returning cash to shareholders through dividends and stock repurchases,” said Chip Blankenship, Chairman and CEO.

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, including statements concerning the company’s quarterly cash dividend, the amount and timing of any future dividend payments, the amount and timing of any potential repurchase of shares under the Company’s newly authorized stock repurchase program, as well as the Company’s strong balance sheet, ability to generate cash flow, and balanced capital allocation strategy. 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, 2023, and any subsequently filed Quarterly Report on Form 10-Q.

CONTACT:
Dan Provaznik
Director, Investor Relations
970-498-3849
Dan.Provaznik@woodward.com

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