Form 8-K

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2023, the Board of Directors (the “Board”) of Woodward, Inc. (“Woodward”) elected Mary D. Petryszyn and Tana L. Utley to serve on the Board, effective June 1, 2023. Ms. Petryszyn and Ms. Utley will each serve in the class of directors with a term ending at Woodward’s 2025 annual meeting of stockholders (to be held in or about January 2026) and until their successors have been duly elected and qualified. In connection with Mses. Petryszyn and Utley joining the Board, the Board increased the authorized number of directors from 8 to 10. Ms. Petryszyn and Ms. Utley have not yet been appointed to any committees of the Board.

Ms. Petryszyn and Ms. Utley will receive compensation as provided for in the Company's Outside Director Compensation Policy, described in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 9, 2022.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
99.1 Press Release of Woodward, Inc. dated May 10, 2023

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

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Delaware	000-8408	36-1984010
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001455	WWD	Nasdaq Global Select Market

	Woodward, Inc.


Dated: May 10, 2023	By:	/s/ A. Christopher Fawzy
		A. Christopher Fawzy
		Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))