State of Delaware
Secretary of State
Division of Corporations
Delivered 12:14 PM 0412112026
FILED 12:14 PM 04/2112026
SR 20261930429 - File Number 831266
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
WOODWARD, INC.
(a Delaware Corporation)
Woodward, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL") (such corporation, the "Corporation"), hereby certifies as follows:
1. This Certificate of Amendment has been duly adopted in accordance with Section 242 of the DGCL. The Board of Directors of the Corporation duly adopted resolutions declaring advisable the amendments set forth herein and directing that such amendments be submitted to the stockholders of the Corporation for their approval, and the amendments were thereafter duly adopted by the stockholders of the Corporation at the Corporation's Annual Meeting of Stockholders held on January 28, 2026.
2. The Certificate of Incorporation is hereby amended as follows:
A.Article FIFTH of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
"FIFTH. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock of the Corporation shall be required (i) for the adoption of any amendment, alteration, change or repeal of any provision of this Certificate of Incorporation, (ii) for the adoption of any agreement for the merger or consolidation of the Corporation with or into any other corporation,
(iii) to authorize any sale. lease or exchange of all or substantially all of the assets of the Corporation, or (iv) to authorize the dissolution of the Corporation. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement to which the Corporation is a party."
B.Article SIXTH of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
"SIXTH. [Reserved]"