Woodward (WWD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for January 28, 2026, will be held virtually, with registration required by January 27, 2026.

• Key proposals include director elections, executive compensation advisory vote, auditor ratification, and amendments to the Certificate of Incorporation.

• Record net sales of $3.6B in FY2025, up 7% from prior year; aerospace sales rose 14%, industrial sales declined 3%.

• Diluted EPS reached $7.19, a 20% increase; $235M returned to shareholders via repurchases and dividends.

• Recognized by TIME and Fortune for business excellence and operational leadership.

Voting matters and shareholder proposals

• Election of three directors for three-year terms; Board recommends voting for all nominees.

• Advisory vote on executive compensation (Say-on-Pay); Board recommends approval.

• Ratification of Deloitte & Touche LLP as independent auditor for FY2026.

• Amendments proposed to eliminate supermajority voting and cumulative voting rights in director elections.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; recent refreshment with two new directors in 2023.

• Board committees (Audit, Human Capital & Compensation, Nominating & Governance, Executive) are 100% independent.

• Lead Director structure in place to ensure independent oversight; annual board and committee evaluations conducted.

• Board diversity includes three women and one Asian director; skills span finance, operations, M&A, and industry expertise.