Woodward Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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

Woodward, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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:

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

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:

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

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

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.