Woodward (WWD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for January 28, 2026, will be held virtually, with advance registration required for participation and voting.

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

• Record net sales of $3.6B in fiscal 2025, up 7% from prior year; aerospace sales rose 14%, industrial sales declined 3%.

• Diluted EPS reached $7.19, a 20% increase, with $471M net cash from operations and $235M returned to stockholders.

• Recognized for operational excellence and named to TIME's Best Mid-Size Companies 2024 and Fortune 1000 2025.

Voting matters and shareholder proposals

• Election of three director nominees for three-year terms.

• Advisory resolution on executive compensation (Say-on-Pay).

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

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

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine directors, with seven new members added in the past eight years to ensure refreshment.

• Over 90% of directors are independent; all key committees are fully independent.

• Lead independent director structure in place, with defined responsibilities and a five-year term limit.

• Annual board and committee self-evaluations, director overboarding and retirement policies, and robust nominee selection process.

• Board diversity includes three women and one Asian director; one member identifies as LGBTQ+.