---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-001448"
form_type: "8-K"
ticker: "WWD"
cik: "0000108312"
company_name: "Woodward, Inc."
filed_at: "2023-01-31T23:59:59+00:00"
generated_at: "2026-06-20T04:53:18.177352+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Shareholders re-elect director David P. Hess and approve 500,000 share increase to equity plan

## Summary
- David P. Hess re-elected to Board with 39.3M votes for, 11.6M against.
- 2022 say-on-pay resolution passed with 92.3% of votes cast in favor.
- Shareholders recommended annual advisory vote on executive compensation.
- Amendment to 2017 Omnibus Incentive Plan approved, adding 500,000 shares to reserve.
- Appointment of Deloitte as independent auditor for FY2023 ratified.

## SEC filing metadata
- accession: 0000950170-23-001448
- form_type: 8-K
- ticker: WWD
- cik: 0000108312
- company_name: Woodward, Inc.
- filed_at: 2023-01-31T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/108312/000095017023001448/0000950170-23-001448-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/108312/000095017023001448/wwd-20230125.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-001448
- JSON: https://secwatch.observer/filing/0000950170-23-001448.json
- Plain text: https://secwatch.observer/filing/0000950170-23-001448.txt

## Key facts
- Shareholder Votes
  Woodward, Inc. shareholders approved Advisory resolution regarding the frequency of the stockholder advisory vote on executive compensation at the 2023-01-25 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-01-25
  source text: Proposal 3. Advisory resolution regarding the frequency of the stockholder advisory vote on executive compensation: One Year 49,678,066 Two Years 117,011 Three Years 1,270,997 Abstain 106,823 Broker Non-Votes 4,153,697
  evidence_url: https://www.sec.gov/Archives/edgar/data/108312/000095017023001448/0000950170-23-001448-index.htm
- Shareholder Votes
  Woodward, Inc. shareholders approved Election of a director for a three-year term to hold office until the Company’s 2025 Annual Meeting to be held in or about January 2026 at the 2023-01-25 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-01-25
  source text: Proposal 1. Election of a director for a three-year term to hold office until the Company’s 2025 Annual Meeting to be held in or about January 2026: For Against Abstain Broker Non-Votes David P. Hess 39,338,112 11,648,749 186,036 4,153,697
  evidence_url: https://www.sec.gov/Archives/edgar/data/108312/000095017023001448/0000950170-23-001448-index.htm
- Shareholder Votes
  Woodward, Inc. shareholders approved Approval of an amendment to the Amended and Restated Woodward, Inc. 2017 Omnibus Incentive Plan to increase the number of shares reserved for issuance by 500,000 at the 2023-01-25 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-01-25
  source text: Proposal 5. Approval of an amendment to the Amended and Restated Woodward, Inc. 2017 Omnibus Incentive Plan to increase the number of shares reserved for issuance by 500,000: For 37,629,975 Against 13,149,248 Abstain 393,674 Broker Non-Votes 4,153,697
  evidence_url: https://www.sec.gov/Archives/edgar/data/108312/000095017023001448/0000950170-23-001448-index.htm
- Shareholder Votes
  Woodward, Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending September 30, 2023 at the 2023-01-25 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-01-25
  source text: Proposal 4. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending September 30, 2023: For 53,832,651 Against 1,420,127 Abstain 73,816 Broker Non-Votes 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/108312/000095017023001448/0000950170-23-001448-index.htm
- Shareholder Votes
  Woodward, Inc. shareholders approved Advisory resolution regarding the compensation of the Company’s named executive officers (the “Say on Pay” resolution) at the 2023-01-25 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-01-25
  source text: Proposal 2. Advisory resolution regarding the compensation of the Company’s named executive officers (the “Say on Pay” resolution): For 47,326,526 Against 3,713,197 Abstain 133,174 Broker Non-Votes 4,153,697
  evidence_url: https://www.sec.gov/Archives/edgar/data/108312/000095017023001448/0000950170-23-001448-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.