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

On January 27, 2021, Woodward, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting"). The stockholders considered five proposals, each of which is described more fully in the Company's proxy statement for the 2020 Annual Meeting. Set forth below are the final voting results on each matter submitted to a vote of the Company's stockholders for the 2020 Annual Meeting. All vote totals have been rounded to the nearest whole share.

Proposal 1. Election of three directors for a three-year term to hold office until the Company's 2023 Annual Meeting to be held in or about January 2024:


                  For        Against   Abstain Broker Non-Votes

Thomas A. Gendron 49,448,302 4,553,219 44,367 5,050,631 Daniel G. Korte 44,241,278 9,726,629 77,981 5,050,631 Ronald M. Sega 48,828,326 5,135,641 81,921 5,050,631

Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year ending September 30, 2021:





For     57,887,300
Against 1,159,051
Abstain 50,168


Proposal 3. Advisory resolution regarding the compensation of the Company's
named executive officers:

For              51,344,613
Against          2,489,089
Abstain          212,185
Broker Non-Votes 5,050,631

Proposal 4. Proposal for the approval of an amendment to the Amended and Restated Woodward, Inc. 2017 Omnibus Incentive Plan:



For              50,621,611
Against          3,239,019
Abstain          185,257
Broker Non-Votes 5,050,631


Proposal 5. Stockholder proposal entitled "Increase Diversity of Director
Nominees":

For              3,817,070
Against          49,740,925
Abstain          487,892
Broker Non-Votes 5,050,631

Pursuant to the foregoing, the three nominees were each elected to serve on the Company's Board of Directors, and Proposals 2-4 were each approved. Proposal 5 was not approved because it did not receive the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the 2020 Annual Meeting and entitled to vote thereon.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1 Amended and Restated Woodward, Inc. Omnibus Incentive Plan

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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