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Subsequent Events | 6 Months Ended
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Mar. 31, 2020
Subsequent Events [Abstract] |
Subsequent Events | Note 24. Subsequent events The Company announced a series of actions in response to the ongoing global economic challenges and uncertainties attributable to the COVID-19 pandemic and the resulting impact on the broader macroeconomic environment and its business, including the following: Termination of Merger Agreement On January 12, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hexcel Corporation (“Hexcel”) and Genesis Merger Sub, Inc., a wholly owned subsidiary of Woodward (“Merger Sub”). The Merger Agreement provided that, upon the terms and subject to the conditions set forth therein, Merger Sub would merge with and into Hexcel (the “Merger”), with Hexcel surviving the Merger as a wholly owned subsidiary of Woodward. On April 5, 2020, the Company, Hexcel and Merger Sub entered into an agreement to terminate the Merger Agreement (such agreement, the “Termination Agreement”), without liability to Woodward, Hexcel, or any of their respective subsidiaries, directors or officers. The material circumstances surrounding the decision to enter into the Termination Agreement include the economic uncertainties in both the aerospace and industrial sectors resulting from the global health crisis caused by the COVID-19 pandemic. Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the Merger Agreement. Woodward incurred transaction-related costs associated with the Merger (“Merger Transaction-Related Costs”) in the amount of $15,965 for the first half of fiscal year 2020. Transaction-related costs associated with the Merger have been expensed as incurred. Preferred Stock Rights On April 6, 2020, the Company announced the authorization and declaration of a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.001455 per share (the “Common Stock”), of the Company to stockholders of record as of the close of business on April 16, 2020 (the “Record Date”). Each Right entitles the registered holder, upon the occurrence of specified events, to purchase from the Company one one-thousandth of a share of Series B Participating Preferred Stock, par value $0.003 per share (the “Preferred Stock”), of the Company at an exercise price of $480.00 (the “Exercise Price”). In addition, each Right entitles the registered holder (other than any person or group that acquires 15% or more of the Common Stock without the approval of the Board), following the occurrence of other specified events, to purchase Common Stock of the Company or stock of any acquirer of the Company at a substantial discount. The complete terms of the Rights are set forth in a Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of April 5, 2020, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. The Board adopted the Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 15% or more of the Common Stock without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination approved by the Board. Dividend Reduction On January 29, 2020, Woodward had increased its quarterly dividend from $0.1625 to $0.28 per share as part of a planned dividend yield target of the combined company under the now-terminated Merger Agreement. To further preserve financial flexibility, the Company announced on April 6, 2020, a reduction of its quarterly cash dividend to $0.08125 per share. Officer and Director Compensation Changes On April 3, 2020, the Compensation Committee of the Board approved a reduction of Company officers’ salaries through 2020 and the company-wide elimination of any annual bonus payments in 2020. The CEO’s salary was reduced by 25% and all other officers’ salaries were reduced by 10%. In addition, the Board approved on the same date a reduction of directors’ base retainers by 25%, effective as of the next regular quarterly installment payment. Workforce Management, Restructuring, and Cost Reductions On April 6, 2020, the Company committed to a plan of termination (the “Termination Plan”) in response to the ongoing global economic challenges resulting from the COVID-19 pandemic and its impact on the Company’s business. The Termination Plan, which was predominantly implemented on April 8, 2020, involved the termination and/or furlough of employees and contractors at certain of the Company’s operating facilities, primarily in the U.S. As a result of the Termination Plan, the Company anticipates that it will incur approximately $18,000 of restructuring and related charges related to employee severance and benefits costs as of June 30, 2020, with the majority of the cash expenditures being paid by June 30, 2020. Separately, as part of the responsive actions to the COVID-19 pandemic, the Company is implementing certain additional measures for the duration of 2020, as well as other, more temporary, measures. The measures for 2020 include a reduction in work hours for certain employees globally and company-wide overtime restrictions, as well as a hiring freeze, and a company-wide wage freeze, in addition to the aforementioned reduction of officers’ salaries and directors’ base retainers, and elimination of annual bonus payments. The more temporary measures involve various furloughs of employees, primarily at its aerospace fuel systems and controls facilities in Loves Park, Illinois that are expected to last up to approximately eight weeks. The Termination Plan resulted in a decrease, on a full-time employee (“FTE”) equivalent basis, of approximately 11% of the Company’s total workforce. The work reductions will result, for the remainder of 2020, in a further incremental reduction of the Company’s workforce of approximately 4%, also on an FTE-equivalent basis. Thus, the Company anticipates a combined workforce reduction of approximately 15% on an FTE-equivalent basis for the remainder of 2020. Due to their more temporary nature, the employee furloughs are not included in these workforce reduction calculations. Additionally, the Company has implemented other specific actions to reduce costs with a reduction of working capital, capital expenditures, and non-essential costs. Dividend Declaration On April 29, 2020, the Board approved a cash dividend of $0.08125 per share for the quarter, payable on June 1, 2020, for stockholders of record as of May 18, 2020. Renewables Business Divestiture On April 30, 2020, the Company completed the closing of its previously announced sale of the assets of its disposal groups.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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