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

On January 25, 2023, Woodward, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting"). The stockholders considered five proposals, each of which is described more fully in the Company's proxy statement for the 2022 Annual Meeting. Set forth below are the final voting results on each matter submitted to a vote of the Company's stockholders for the 2022 Annual Meeting. All vote totals have been rounded to the nearest whole share.

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

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

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

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

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

Pursuant to the foregoing, David P. Hess was elected to serve on the Company's Board of Directors, and Proposals 2, 4, and 5 were each approved. Further, with respect to Proposal 3, the majority of shares of Woodward common stock present in person (virtually) or by proxy and entitled to vote on the matter at the 2022 Annual Meeting voted to recommend that the Company submit future advisory Say on Pay resolutions on an annual basis. In light of these voting results and other factors, the Board of Directors of the Company has elected to include in the Company's proxy materials an advisory Say on Pay resolution on an annual basis unless and until it determines otherwise

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits: 99.1 Amended and Restated Woodward, Inc. 2017 Omnibus Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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