Woodward (NASDAQ: WWD) investors approve directors and key charter changes

Rhea-AI Filing Summary

Woodward, Inc. held its Annual Meeting of Stockholders on January 28, 2026, where five proposals were voted on and all were approved. Stockholders elected David Hess, Mary Petryszyn, and Tana Utley to three-year terms on the Board of Directors.

Investors also approved an advisory resolution on executive compensation, ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending September 30, 2026, and supported two charter amendments. One amendment removes certain supermajority voting requirements, and another eliminates cumulative voting rights in director elections.

Insights

Corporate governance analyst

All Woodward 2026 annual meeting proposals passed, including key governance changes.

Woodward, Inc. reports that stockholders elected three directors and approved all five proposals at the January 28, 2026 annual meeting. Support levels for directors such as Mary Petryszyn and Tana Utley were strong, with multi‑million vote margins over opposition and abstentions.

Advisory approval of named executive officer pay and ratification of Deloitte & Touche LLP as auditor for the fiscal year ending September 30, 2026 indicate broad backing for current compensation and audit arrangements. These are typical recurring votes that help confirm alignment between management and stockholders.

The more structural items were the charter amendments. One removes certain supermajority voting requirements, and another eliminates cumulative voting rights in director elections. Both received millions more votes "For" than "Against", suggesting clear stockholder support for revising the company’s voting framework as described, with future implications depending on how ownership is distributed over time.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2026

Woodward, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39265	36-1984010
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1081 Woodward Way
Fort Collins, Colorado				80524
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (970) 482-5811

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001455 per share		WWD		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 28, 2026, Woodward, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders considered five proposals, each of which is described more fully in the Company’s proxy statement for the Annual Meeting. Set forth below are the final voting results on each matter submitted to a vote of the Company’s stockholders for the Annual Meeting. All vote totals have been rounded to the nearest whole share.

Proposal 1. Election of three directors for a three-year term to hold office until the third annual meeting after this Annual Meeting:

	For	Against	Abstain	Broker Non-Votes
David Hess	43,159,311	5,184,461	147,992	5,126,867
Mary Petryszyn	47,779,137	613,281	99,346	5,126,867
Tana Utley	47,134,432	1,250,143	107,189	5,126,867

Proposal 2. Advisory resolution to approve the compensation of the Company’s named executive officers:

For	44,599,306
Against	3,681,409
Abstain	211,050
Broker Non-Votes	5,126,867

Proposal 3. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending September 30, 2026:

For	52,541,505
Against	1,038,273
Abstain	38,854
Broker Non-Votes	0

Proposal 4. Approve an amendment to the Company’s Certificate of Incorporation to eliminate certain supermajority voting requirements contained therein:

For	47,706,228
Against	672,162
Abstain	113,374
Broker Non-Votes	5,126,867

Proposal 5. Approve an amendment to the Company’s Certificate of Incorporation to eliminate cumulative voting rights in director elections:

For	46,856,809
Against	1,496,382
Abstain	138,574
Broker Non-Votes	5,126,867

Pursuant to the foregoing, the three nominees were elected to serve on the Company’s Board of Directors, and Proposals 2, 3, 4, and 5 were each approved.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WOODWARD, INC.
Dated:	February 3, 2026	By:	/s/ Karrie M. Bem
			Karrie M. Bem Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

FAQ

What did Woodward (WWD) stockholders vote on at the January 28, 2026 annual meeting?

Stockholders voted on five proposals: electing three directors, approving named executive officer compensation, ratifying Deloitte & Touche LLP as auditor for fiscal 2026, and approving two charter amendments on supermajority voting and cumulative voting rights.

Were all Woodward (WWD) 2026 annual meeting proposals approved?

Yes, all five proposals were approved. The three director nominees were elected, executive pay received advisory support, Deloitte & Touche LLP was ratified as auditor for fiscal 2026, and both charter amendments on supermajority requirements and cumulative voting passed with strong vote totals.

Which directors were elected to Woodward (WWD)’s Board at the 2026 annual meeting?

Stockholders elected David Hess, Mary Petryszyn, and Tana Utley as directors. Each will serve a three‑year term until the third annual meeting after this one, following strong support in the director election vote tallies disclosed.

Did Woodward (WWD) stockholders approve the executive compensation advisory vote in 2026?

Yes, stockholders approved the advisory vote on named executive officer compensation. The results showed more votes "For" than "Against" or "Abstain", indicating support for the company’s disclosed compensation program for senior executives at the time of the meeting.

Who is Woodward (WWD)’s independent auditor for the fiscal year ending September 30, 2026?

Stockholders ratified Deloitte & Touche LLP as Woodward’s independent registered public accounting firm for the fiscal year ending September 30, 2026. The auditor ratification proposal received strong majority "For" votes and no broker non‑votes, confirming their appointment.

What governance changes did Woodward (WWD) stockholders approve regarding supermajority voting and cumulative voting?

Stockholders approved two charter amendments: one to eliminate certain supermajority voting requirements, and another to eliminate cumulative voting rights in director elections. Both measures received significantly more votes in favor than against, reflecting clear investor backing for these governance changes.