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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