- Current report filing (8-K)
December 18 2009 - 4:01PM
Edgar (US Regulatory)
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): December 17, 2009
Woodward Governor Company
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
0-8408
|
|
36-1984010
|
|
|
|
|
|
(State or other jurisdiction of
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
incorporation)
|
|
|
|
|
|
|
|
1000 E Drake Road, Fort Collins,
|
|
|
Colorado
|
|
80525
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
(970) 482-5811
Not applicable
(former name and 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 (see General Instruction A.2.)
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Consistent with the Companys expectations and as discussed in its most recently filed Proxy
Statement, Woodward Governor Company (the Company) entered into executive change-in-control
severance agreements (each, a Change in Control Agreement) on December 17, 2009 with the
Companys current corporate officers, including its principal executive officer, principal
financial officer and other named executive officers (each, an Executive). The Change in Control
Agreements for the Companys principal executive officer and principal financial officer supersede
the transitional compensation agreements previously entered into between these officers and the
Company, and are intended to bring the change in control arrangements in alignment with current
market practice.
Based upon extensive discussions and with guidance from its independent compensation consultant,
Hewitt Associates, the Company believes the Change in Control Agreements are appropriate for all of
its Executives to enable them, in the event of any potential change in control, to remain focused
on running the business, and to protect the value of the Company by retaining key talent. The
Company further believes that Change in Control Agreements are necessary to help ensure actions and
behaviors that are aligned with and in the best interests of a companys stockholders in the event
of a change of control and to facilitate a smooth transition.
The Change in Control Agreements have an initial term of two years and automatically renew unless
terminated by either party. Under the terms of the Change in Control Agreements, if a change in
control of the Company occurs, and following the change in control but prior to the second
anniversary of the occurrence of the change in control, either the Company terminates the Executive
without cause (as defined in the Change in Control Agreements) or the Executive terminates his
employment for good reason (as defined in the Change in Control Agreements), the Executive will be
entitled to the severance and other benefits as summarized below:
|
|
|
A lump-sum amount equal to the Executives unpaid base salary, accrued vacation pay,
unreimbursed business expenses, and all other items earned by and owed to the Executive
through and including the termination date.
|
|
|
|
|
A lump-sum amount equal to the higher of (a) the Executives annual bonus award earned
as of the termination date, based on annualized actual year-to-date performance under the
annual bonus plan then in effect or (b) the Executives annual target bonus established
under such plan for such year, prorated based on the number of completed days in the annual
bonus plan year as of the termination date.
|
|
|
|
|
A lump-sum payment equal to (i) the higher of (A) the Executives base salary in effect
upon termination, or (B) the Executives base salary in effect immediately prior to the
change in control, plus (ii) the higher of (A) the Executives annual target bonus
established under the annual bonus plan then in effect, or (B) the Executives annual
target bonus for the most recent bonus plan year ended prior to the change in control. For
the Companys principal financial officer, the payment described in the preceding sentence
would be multiplied by a factor of two.
|
|
|
|
|
In consideration of the restrictive covenants, including noncompete provisions, of the
Change in Control Agreements, a lump-sum payment equal to: (i) the higher of (A) the
|
|
|
|
Executives base salary in effect upon termination, or (B) the Executives base salary in
effect immediately prior to the change in control, plus (ii) the higher of (A) the
Executives annual target bonus established under the annual bonus plan then in effect, or
(B) the Executives annual target bonus for the most recent bonus plan year ended prior to
the change in control.
|
|
|
|
Vesting and cash-out on a prorated basis of any and all outstanding cash-based
long-term incentive awards held by the Executive, as granted to the Executive by the
Company as a component of the Executives compensation.
|
|
|
|
|
A lump-sum payment equal to the total contributions (other than pre-tax salary deferral
contributions by the Executive) that the Company and its affiliates would have made on
behalf of the Executive to its tax-qualified, defined contribution retirement plan(s) over
the two year period following termination, whether or not the Executive was vested therein.
|
|
|
|
|
For the Companys principal executive officer and principal financial officer,
continuation of certain health and welfare benefits for a period of two years at the
Companys expense and on terms at least as favorable to the Executive as those which would
have been provided had the Executive continued employment for that time as an executive of
the Company. For the Companys named executive officers, a lump-sum payment equal to the
cost (in excess of applicable contributions that the Executive would be required to make as
an active employee) to the Company and its affiliates of continuing for a two-year period
(or if shorter, to the date which the Executive becomes eligible to receive Medicare
benefits) the health and welfare benefit coverages under which the Executive was covered
immediately prior to the Executives termination.
|
The form of the Change in Control Agreement entered into with the Companys principal executive
officer and principal financial officer is attached as Exhibit 10.1 hereto and incorporated herein
by reference. The form of the Change in Control Agreement entered into with each of the Companys
other named executive officers is attached as Exhibit 10.2 hereto and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K.
|
|
|
Exhibit No.
|
|
Description
|
10.1
|
|
Form of Change in Control Agreement for the
Companys principal executive officer and
principal financial officer
|
|
|
|
10.2
|
|
Form of Change in Control Agreement for the
Companys named executive officers other than the
Companys principal executive officer and
principal financial officer
|
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 thereunto duly authorized.
|
|
|
|
|
|
WOODWARD GOVERNOR COMPANY
|
|
Date: December 18, 2009
|
By:
|
/s/ A. Christopher Fawzy
|
|
|
|
Name:
|
A. Christopher Fawzy
|
|
|
|
Title:
|
Corporate Vice President, General
Counsel, Chief Compliance Officer
and Corporate Secretary
|
|
|
Woodward Governor Company (MM) (NASDAQ:WGOV)
Historical Stock Chart
From Jun 2024 to Jul 2024
Woodward Governor Company (MM) (NASDAQ:WGOV)
Historical Stock Chart
From Jul 2023 to Jul 2024