Woodward 2021 Shareholder Presentation

Woodward 2021 Shareholder Presentation 1/27

Woodward 2021 Shareholder Presentation: Background

My proxy voting recommendations for the January 27, 2021 meeting can be found at Woodward 2021: Empower Workers. The meeting begins at 7 AM Pacific Time. View the Proxy Statement via SEC’s EDGAR system. This post is a draft of my presentation of Proposal #5.

Registered shareholders will be sent a  link one hour prior to the meeting enabling attendance. Register at www.proxydocs.com/WWD. Registration ends on January 25, 2021, at 3:00 pm Mountain Standard Time. You will need the 16 digit control number from your broker or bank in order to register. I recommend voting online by January 25. That will ensure your vote is counted. It is too late and too much hassle to obtain and vote a legal proxy at the meeting.

Woodward 2021 Shareholder Presentation: Increase Diversity of Director Nominees

Proposal #5 seeks to increase Board diversity by requesting the initial list of candidates include non-management employees. A qualified worker on the Board could offer insights and help unite the workforce.

My proposal was an opening move. I would have withdrawn if the Board had agreed to any significant step to increase the voice of workers.

For example, the Board could have appointed a formal workforce advisory panel or designated a director to be a liaison with workers. They could have set up a substantive employee stock ownership plan (an ESOP), with voting rights held by employees or elected trustees.

Instead, our Board refused to negotiate. They stonewalled any consideration of increasing the voice of employees. Their opposition statement notes employees (“members”) have numerous ways to be heard such as meetings and polls. Members can also raise issues to offices and to other members or through the Ethics HelpLine.

These are all good and necessary channels of communication but they are generally one-off opportunities — only a step up from suggestion boxes. These existing mechanisms do not facilitate ongoing systematic dialogue or employee empowerment.

A worker on the Board, a workforce advisory panel, or a designated director could institutionalize ongoing dialogue. An ESOP, with trustees elected by employees, could have a real influence on Board composition. Any of these changes would engage and empower workers, leading to a better place to work.

This is a new type of proposal, which hasn’t’ yet been considered by Institutional investors or included in their existing voting policies. Most will simply vote with the Board.

However, as I mentioned, this is only an opening move. I’m interested in hearing from other shareholders – and especially from Woodard employees. Email me at jm@corpgov.net.

That’s jm@corpgov.net. And if you still can, please vote for proposal #5. Thank you.

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