Note 18. Stockholders’ equity

Common Stock

Holders of Woodward’s common stock are entitled to receive dividends when and as declared by the Board of Directors and have the right to one vote per share on all matters requiring stockholder approval.

Dividends declared and paid during the 2014, 2013 and 2012 fiscal years were:



	Year Ended September 30,
	2014		2013		2012
Dividends declared and paid	$	21,263	$	21,866	$	21,351
Dividend per share amount		0.32		0.32		0.31

Stock Repurchase Program

In July 2010, the Board of Directors authorized the repurchase of up to $200,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period that ended in July 2013 (the “2010 Authorization”). Under the 2010 Authorization, Woodward purchased a total of 1,233 shares of its common stock with an aggregate purchase price of $45,754 in fiscal year 2013 and 1,132 shares of its common stock with an aggregate purchase price of $44,110 in fiscal year 2012.

On July 24, 2013, Woodward’s Board of Directors approved a new stock repurchase plan, that replaced the 2010 Authorization, that authorizes the repurchase of up to $200,000 of its outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period that will end in July 2016 (the “2013 Authorization”). In fiscal year 2014, Woodward purchased a total of 3,272 shares of its common stock with an aggregate purchase price of $141,488 under the 2013 Authorization.

Stock-based compensation

Non-qualified stock option awards and restricted stock awards are granted to key management members and directors of the Company. The grant date for these awards is used for the measurement date. Vesting would be accelerated in the event of retirement, disability, or death of a participant, or change in control of the Company, as defined in the individual stock option agreements. These awards are valued as of the measurement date and are amortized on a straight-line basis over the requisite vesting period for all awards, including awards with graded vesting. Stock for exercised stock options and for restricted stock awards is issued from treasury stock shares.

Provisions governing the outstanding awards are included in the 2006 Omnibus Incentive Plan (the “2006 Plan”) and the 2002 Stock Option Plan (the “2002 Plan”). The 2006 Plan was approved by stockholders and became effective on January 25, 2006. No further grants will be made under the 2002 Plan. The 2006 Plan made 7,410 shares of Woodward’s common stock available for grants made on or after January 25, 2006, to members and directors of the Company, subject to annual award limits as specified in the 2006 Plan. There were 2,455 shares of Woodward’s common stock available for future grants as of September 30, 2014.

Stock-based compensation expense recognized was as follows:



	Year Ended September 30,
	2014		2013		2012
Employee stock-based compensation expense	$	11,241	$	9,414	$	8,628

Stock options

The 2006 Plan provides for the grant of up to 7,410 shares of Woodward’s common stock, including in the form of stock options, to its employees and directors. Woodward believes that these stock options align the interests of its employees and directors with those of its stockholders. Stock option awards are granted with an exercise price equal to the market price of Woodward’s stock at the date of grant, a ten-year term, and generally a four-year vesting schedule at a rate of 25% per year.

The fair value of options granted was estimated on the date of grant using the Black-Scholes-Merton option-valuation model using the assumptions in the following table. Woodward calculates the expected term, which represents the period of time that stock options granted are expected to be outstanding, based upon historical experience of plan participants. Expected volatility is based on historical volatility using daily stock price observations. The estimated dividend yield is based upon Woodward’s historical dividend practice and the market value of its common stock. The risk-free rate is based on the U.S. treasury yield curve, for periods within the contractual life of the stock option, at the time of grant.



	Year Ended September 30,
	2014				2013			2012
Expected term (years)		5.8	-	8.6	5.8	-	8.6	5.9	-	8.5
Estimated volatility		38.5%			48.7%	-	54.9%	48.9%	-	55.6%
Estimated dividend yield		0.8%			0.8%	-	1.0%	0.7%	-	1.1%
Risk-free interest rate		1.7%	-	2.5%	0.8%	-	1.3%	0.8%	-	1.6%

The weighted average grant date fair value of options granted follows:



	Year Ended September 30,
	2014		2013		2012
Weighted-average grant date fair value of options	$	15.63	$	15.84	$	12.14

The following is a summary of the activity for stock option awards during the fiscal year ended September 30, 2014:




	Number		Weighted-Average Exercise Price
Balance at September 30, 2013		4,423	$	25.06
Options granted		694		40.99
Options exercised		(562)		19.67
Options forfeited		(54)		34.06
Balance at September 30, 2014		4,501		28.08

Exercise prices of stock options outstanding as of September 30, 2014 range from $11.86 to $44.54.

Changes in non-vested stock options during the fiscal year ended September 30, 2014 were as follows:



	Number		Weighted-Average Exercise Price
Balance at September 30, 2013		1,737	$	29.97
Options granted		694		40.99
Options vested		(698)		28.97
Options forfeited		(54)		33.40
Balance at September 30, 2014		1,679		34.83

Information about stock options that have vested, or are expected to vest, and are exercisable at September 30, 2014 was as follows:



	Number		Weighted- Average Exercise Price		Weighted- Average Remaining Life in Years		Aggregate Intrinsic Value
Options outstanding		4,501	$	28.08		5.6	$	87,923
Options vested and exercisable		2,822		24.07		4.1		66,458
Options vested and expected to vest		4,419		27.92		5.5		87,066

Other information follows:



	Year Ended September 30,
	2014		2013		2012
Total fair value of stock options vested	$	9,459	$	7,271	$	5,907
Total intrinsic value of options exercised		14,549		19,692		12,521
Cash received from exercises of stock options		9,772		8,272		6,180
Excess tax benefit realized from exercise of stock options		3,751		5,154		3,990

Restricted Stock

In the first quarter of fiscal year 2014, Woodward granted an award of 24 shares of restricted stock to its Chief Executive Officer and President, Thomas A. Gendron. Subject to Mr. Gendron’s continued employment by the Company, these shares of restricted stock will vest 100% following the end of the Company’s fiscal year 2017 if a specified cumulative earnings per share (“EPS”) target is met or exceeded for fiscal years 2014 through 2017. If this EPS target is not met, all shares of restricted stock will be forfeited by Mr. Gendron.

The shares of restricted stock were awarded to Mr. Gendron pursuant to a form restricted stock agreement approved by Woodward’s Compensation Committee (the “Committee”), which generally provides that: if the recipient of a restricted stock award is terminated from the Company for any reason other than death or disability during the restricted period, all shares of restricted stock will be immediately forfeited; if the recipient dies or becomes permanently disabled prior to the recipient’s termination and during the restricted period, all restrictions will lapse and the shares of restricted stock will fully vest immediately; similarly, in the event of a Change in Control (as defined in the form of restricted stock agreement) of the Company during the restricted period and prior to the recipient’s termination for any reason, all restrictions will lapse and the shares of restricted stock will fully vest immediately; during the restricted period, a recipient may exercise full voting rights with respect to the shares of restricted stock; dividends on the shares of restricted stock will accrue, but will not be paid, during the restricted period; and all dividends accrued during the restricted period will be paid upon any vesting of the shares of restricted stock, without payment of interest, provided that if the shares of restricted stock are forfeited for any reason, all accrued dividends will likewise be forfeited. The form of restricted stock agreement also includes adjustment provisions in the event the Company engages in certain recapitalization or similar transactions or in the event of a change of law or regulation. Upon vesting, shares become freely transferrable.

A summary of the activity for restricted stock awards in the fiscal year ended September 30, 2014 follows:



	Number		Fair Value per Share
Balance at September 30, 2013		-	$	n/a
Shares granted		24		39.43
Shares vested		-		n/a
Shares forfeited		-		n/a
Balance at September 30, 2014		24		39.43

Woodward recognizes stock-based compensation on a straight-line basis over the requisite service period. Pursuant to the form stock option agreements, the requisite service period can be less than the four year vesting period due to grantee’s retirement eligibility. As such, the recognition of stock-based compensation expense associated with some grants can be accelerated to a period of less than four years, including immediate recognition of stock-based compensation on the date of grant.

At September 30, 2014, there was approximately $11,516 of total unrecognized compensation cost related to non-vested stock-based compensation arrangements, both stock options and restricted stock awards, granted under the 2002 Plan (for which no further grants will be made) and the 2006 Plan. The pre-vesting forfeiture rates for purposes of determining stock-based compensation cost recognized were estimated to be 0% for members of Woodward’s board of directors and 9.0% for all others. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.7 years.