On October 18, 2022, Woodward, Inc. (the "Company") announced a streamlined Aerospace and Industrial organizational structure and leadership designed to enhance the sales experience for customers, simplify operations, and increase profitability through improved execution. In connection with the organizational changes, Sagar A. Patel, who previously served as President, Engine Systems, departed the Company effective October 18, 2022. Additionally, Roger A. Ross, who previously served as President, Aero Systems, will serve as Sr. Vice President, Missiles & Space, effective as of October 18, 2022. A copy of the press release announcing these events is filed herewith as Exhibit 99.1 and such press release is incorporated by reference herein.

Compensatory Arrangements for Mr. Patel

Mr. Patel’s separation from the Company is expected to be a Qualifying Termination, as such term is defined in Mr. Patel’s Amended and Restated Executive Severance and Change in Control Agreement, a form of which has been previously filed by the Company (see Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021). The Company anticipates entering into a separation agreement with Mr. Patel consistent with the terms described therein.

Following any execution of the separation agreement, the Company will disclose such terms on an amendment to this Form 8-K.

Compensatory Arrangements for Mr. Ross

In connection with Mr. Ross’ acceptance of his new role, Mr. Ross and the Company entered into the Second Amended and Restated Executive Severance and Change in Control Agreement on October 18, 2022 (the “Ross Agreement”), which amends and restates his prior executive severance and change in control agreement with the Company. The Ross Agreement differs from the form previously filed with the Securities and Exchange Commission in that the Ross Agreement (i) provides that (a) all equity compensation awards issued to Mr. Ross by the Company prior to October 18, 2022 shall continue to vest in accordance with the vesting schedule set forth in the applicable award agreement, and (b) that such stock options, once vested, will continue to be exercisable until the maximum expiration date of the stock option as set forth in the applicable award agreement, and in each case, without regard to the ultimate nature or timing of Mr. Ross’ departure from the Company (other than a termination by the Company for Cause as such term is defined in its existing form Non-Qualified Stock Option Agreement), (ii) extends the notice period in which Mr. Ross would be required to provide a “Notice of Termination” (as that term is defined in the Ross Agreement) specifying the occurrence of an event that constitutes “Good Reason” (as that term is defined in the Ross Agreement and in the Amended and Restated Executive Severance and Change in Control Agreement), from 90 days to 18 months (the “Good Reason Extension”), as a result of the change in role to Sr. Vice President, Missiles & Space, (iii) the Ross Agreement will terminate on November 16, 2026, and (iv) provides that (x) during the Good Reason Extension, Mr. Ross has and retains the right to terminate his employment for Good Reason, and (y) after the expiration of the Good Reason Extension, Mr. Ross will no longer have a right to terminate for Good Reason on account of his compensation unless there is a reduction in Mr. Ross’ annual base salary or overall compensation (whether having occurred prior to or after the expiration of the Good Reason Extension) by more than 15% (or 10% if within a change of control) below the highest current annual base salary or overall target compensation of any participant in the Company’s incentive level consistent with Mr. Ross’ new role.

A copy of the Ross Agreement will be filed with the Company's Form 10-K for the year ended September 30, 2022.

(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits