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Woodward, Inc.

For the period ended Jan 28, 2026. Filed Dec 12, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jan 28, 2026 · Filed Dec 12, 2025

WWD$317.31+3.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☑

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

WOODWARD, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Corporate Overview

Woodward [NASDAQ: WWD] is the global leader in the design, manufacture, and service of energy conversion and control solutions for the aerospace and industrial equipment markets. Our purpose is to design and deliver energy control solutions our partners count on to power a clean future.

Our innovative fluid, combustion, electrical, propulsion and motion control systems perform in some of the world’s harshest environments. Woodward is a global company headquartered in Fort Collins, Colorado, USA. Our focus on growth, innovation and operational excellence continues to fuel our future and create value for our members, customers, communities, and stockholders. Visit our website atwww.woodward.com.

Message from Our Chairman

Dear Stockholder:

You are cordially invited to join our Board of Directors and senior leadership for Woodward, Inc.’s Annual Meeting of Stockholders on Wednesday, January 28, 2026 at 8:00 a.m. Central Time. In order to enable more stockholders to attend the meeting, this year’s Annual Meeting will be a virtual-only meeting. There will be no physical location for in-person attendance at the Annual Meeting.In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/WWD. Registration ends on January 27, 2026 at 5:00 p.m. Central Time.Upon completing your registration, you will receivefurther instructions via email and a unique link that will allow you to access the meeting. Please be sure to follow the instructions found on your proxy card and/or voting instruction form, as well as subsequent instructions that will be delivered to you via email.Your vote is very important to us and to the continued success of our Company. Please complete and return your proxy card by mail, or vote via telephone or the internet, as soon as possible regardless of whether you plan to attend the virtual meeting. Thank you in advance for your continuing commitment to Woodward.

Sincerely yours,

Notice of Annual Meeting of Stockholders

In order to enable more stockholders to attend the meeting, this year’s Annual Meeting of Stockholders of Woodward, Inc. (“Woodward” or the "Company") will be held virtually at the date and time below. There will be no in-person meeting location. At the Annual Meeting, stockholders will be asked to consider and vote upon the matters set forth in this notice.

DATE AND TIMEWednesday, January 28, 2026 | 8:00 a.m. Central TimePLACELive webcast at www.proxydocs.com/WWDTHE PURPOSE OF OUR ANNUAL MEETING1. Elect as directors the three nominees identified in this proxy statement, each to serve for a term of three years;2. Vote on an advisory resolution to approve the compensation of the Company’s named executive officers;3. Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026;4. Approve an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to eliminate certain supermajority voting requirements contained therein; and5. Approve an amendment to the Certificate of Incorporation to eliminate cumulative voting rights in the election of directors.Proxy VotingWhether or not you plan to attend the live webcast of the annual meeting, please vote as soon as possible.
Go online to www.proxypush.com/WWD and enter your control number
Call toll-free 1-866-829-5209from any touch-tone phone
lMark, sign, and date yourproxy card and return it inthe postage-paid envelope
Attend the virtual annualmeeting and vote online byregistering and attending atwww.proxydocs.com/WWD

Stockholders will also transact other business that properly comes before the meeting, or any postponement or adjournment thereof.

TO ATTEND AND PARTICIPATE IN THE ANNUAL MEETING

Register atwww.proxydocs.com/WWD. Registration ends on January 27, 2026 at 5:00 p.m. Central Time. Enter the control number listed on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form.

The Annual Meeting will begin promptly at 8:00 a.m. Central Time, on January 28, 2026. Stockholders who register to attend will receive an email containing a link to the Annual Meeting one hour prior to the start of the meeting. We encourage you to access the virtual platform prior to the start time to familiarize yourself with the application and ensure that you can hear the streaming audio. You may log into the virtual platform beginning at 7:45 a.m. Central Time, on January 28, 2026.

Holders of Woodward common stock as of the close of business on the record date, December 1, 2025, are entitled to vote at the meeting, or any postponement or adjournment thereof.

We appreciate your continued support of Woodward.

By Order of the Board of Directors,
WOODWARD, INC.Karrie BemCorporate SecretaryDecember 12, 2025
IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALSThis proxy statement and our Annual Report to Stockholders for the fiscal year ended September 30, 2025 are available to you at www.proxydocs.com/WWD

The Securities and Exchange Commission’s “Notice and Access” rule enables us to deliver a Notice of Internet Availability of Proxy Materials to stockholders in lieu of a paper copy of the proxy statement, related materials, and our Annual Report. It contains instructions on how to access our proxy statement and 2025 Annual Report online and how to vote.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.