|
Woodward is committed to fair disclosure of information about Woodward without advantage
to any particular analyst or investor, consistent with the Securities and Exchange
Commission's Fair Disclosure Regulation ("Regulation FD"). The company will continue to
provide current and potential shareholders access to key information reasonably required to
make an informed decision on whether to invest in Woodward stock.
Our Regulation FD policy (i) prohibits the selective disclosure of material, nonpublic
information about Woodward, (ii) sets forth procedures that will prevent such disclosure,
and (iii) provides for the broad, public distribution of material information regarding Woodward.
Woodward and its management believe it is in the company's best interest to maintain an active
and open dialogue with shareholders and potential investors regarding the company's historical
performance and future prospects. Woodward can best create shareholder value by publicly articulating
its strategies, business strengths, and growth opportunities through an active dialogue.
Woodward complies with all periodic reporting and disclosure requirements outlined by the
Securities and Exchange Commission, including Regulation FD. It has been, and will continue to
be, our practice to disclose material information about the company publicly, not selectively.
Woodward has established the following guidelines to ensure compliance with Regulation FD and avoid selective disclosure of nonpublic material information.
I. Disclosure Policy
Woodward will communicate its anticipated approach to compliance with Regulation FD by posting its
policy on its Web site. Any changes will be posted promptly.
II. Authorized Representatives of Company
a. Only the Chairman and CEO or CFO may communicate on behalf of the company to analysts,
securities market professionals, institutional investors, and major shareholders of the company
(what we call "Regulation FD Persons").
b. Other officers or members (the company's term for employees) of the company may communicate
with Regulation FD Persons as part of the company's investor relations program. In such instances,
either the Chairman & CEO or the CFO must also be present. No employee is authorized to communicate
business or financial information about the company to Regulation FD Persons that is nonpublic, material
information.
c. Members should refer all questions on company financial results or future financial performance
to the CFO, or in his or her absence, to the Chairman and CEO.
d. Senior managers may make appropriate announcements and conduct interviews about their business,
technology and significant developments with the media. Media interviews are exempt from Regulation
FD except in disclosing financial projections.
e. The Corporate Secretary will maintain documentation of information provided to Regulation FD Persons.
III. Quarterly Earnings Release Conference Calls and Updates
a. We will hold quarterly investor conference calls and webcasts open to the public and media
(in listen-only mode) and provide public notice about the call through a media release by electronic
distribution through Business Wire and posting on the Woodward Web site. For quarterly conference
calls, notice will be posted on our Web site approximately one week before the conference call.
b. A playback of the conference call will be provided for approximately one week after the conference call. In addition, a playback of the webcast will be available for approximately one month at the Woodward Web site www.woodward.com.
c. Any company guidance to Regulation FD Persons relative to Woodward financial goals will be provided
through public disclosure, such as annual reports, media releases or conference calls open to the public.
IV. Questions to Investor Relations
Investor Relations, currently managed by the CFO, will still take phone calls from Regulation FD
persons with questions. In order to comply with Regulation FD, however, we have adopted new rules
about when and how we answer them.
We may immediately respond to questions that relate to information which is solely historical
and already public.
During the two-week period following Woodward's quarterly earnings release, we may also answer
questions that relate to forward-looking information contained in our quarterly earnings release
or disclosed by us during the earnings conference call.
All other questions from Regulation FD Persons must be submitted in writing to Woodward Investor
Relations via e-mail investorrelations@woodward.com or by letter. We will then determine whether to respond (i) directly to the person making the inquiry, (ii) through a public disclosure, or (iii) not at all.
This new procedure may slow our response time. We realize, however, how important it is for you
to receive prompt replies from us. We will do our best to respond to inquiries as soon as we can.
If questions are of interest to a wider audience, we may also post our answers on the Investor
Information section of our Web site. We do not intend to post on our Web site all of the
questions posed to us.
V. Analyst Models and Reports
We will continue to provide public earnings guidance, as we recognize that such information is
critically needed by the marketplace. The SEC, however, has prohibited giving nonpublic earnings
guidance to Regulation FD Persons. We will not, therefore, provide Regulation FD Persons with
nonpublic earnings guidance under any circumstances.
While we may elect to review materials prepared by Regulation FD Persons, we will not comment
(orally or in writing) upon any such material, except that we may correct inaccuracies relating to:
Public, historical information, and
In limited circumstances, forward-looking information relating to statements made by us in
our quarterly earnings release or publicly disclosed by us during the quarterly earnings conference call.
VI. Quiet Period
a. Woodward will observe a "quiet period," during which Woodward will not comment on financial
outlook for the corporation. These periods will normally be for the last two weeks of each fiscal
quarter and continue until earnings results are publicly released for that quarter.
VII. Presentations
a. We will continue to use the safe harbor guidelines for forward-looking information as
part of individual, group, and conference investor communications formats.
b. Visit the Investor Information section of our Web site (www.woodward.com) to stay abreast
of information about Woodward. Items of interest to investors will be posted here. Information
on conference call dates and times as well as instructions on how to access the call will be
listed. All interested persons may listen to the conference call through telephone or webcasting.
Regulation FD Persons may also be permitted to participate in the conference via telephone.
c. Woodward will participate in securities firm-sponsored and other investor conferences.
It will be our practice to post those presentations on our Web site, www.woodward.com. If
any inadvertent disclosures at these conferences of material, nonpublic information occurs,
appropriate public disclosure will be made promptly.
d. The Chairman and CEO or CFO will continue to meet with individual investors, groups of
investors, and during any company-sponsored facility tours. Similarly, we will continue to
participate in other public forums at which analysts or investors could be present, including
industry seminars, trade shows, employee, retiree and annual shareholder meetings, and meetings
with commercial partners that are shareholders. We do not intend to disclose any material,
nonpublic information during these meetings. If the authorized representative determines that
material, nonpublic information has been disclosed, appropriate public disclosure will be made promptly.
All inquiries regarding the provisions or procedures of this policy should be addressed to
Woodward Investor Relations via e-mail
or by letter.
|
