12 23 2021 Moog Proxy - FY2021 - FINAL - Flipbook - Page 5
East Aurora, New York 14052-0018
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 8, 2022
GENERAL INFORMATION
This Proxy Statement is furnished to shareholders of record as of the close of business on December 10, 2021 by the Board of
Directors of Moog Inc. (the “Company” or "Moog"), in connection with the solicitation of proxies for use at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the French Quarter Inn, 166 Church Street, Charleston, SC 29401, on
February 8, 2022, at 10:00 a.m. EST, and at any adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. This Proxy Statement and accompanying proxy will be first made available to shareholders on
or about December 23, 2021.
While we intend to hold our Annual Meeting in person as scheduled, we are sensitive to public health and travel concerns and
recommendations that public health officials may issue in light of the COVID-19 situation. The health and well-being of our
employees and shareholders is our top priority. Accordingly, we are actively monitoring this situation and the protocols that
federal, state and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in
person, we will announce alternative arrangements for the Annual Meeting as promptly as practicable. If the Annual Meeting is
held remotely, shareholders will have the same opportunity to participate in the Annual Meeting as they would at an in-person
meeting. Please monitor Moog’s press releases, which are posted on the Moog website (www.moog.com) and Moog’s Securities
and Exchange Commission ("SEC") filings for updated information. If you are planning to attend our Annual Meeting in person,
please check the website one week prior to the Annual Meeting date. As always, we encourage you to submit a proxy to vote
your shares prior to the Annual Meeting so that your shares will be represented and voted at the Annual Meeting whether or not
you attend.
If the form of proxy is properly executed and returned or the internet or telephone voting options described on the proxy are
used, the shares represented thereby will be voted in accordance with the instructions thereon. Unless otherwise specified, the
proxy will be deemed to confer authority to vote the shares represented by the proxy in accordance with the recommendations of
the Board of Directors (the "Board") of the Company.
Any proxy given pursuant to this solicitation may be revoked by the person giving it insofar as it has not been exercised. Any
revocation may be made at the Annual Meeting, or by submitting a proxy bearing a date subsequent to that on the proxy to be
revoked, or by written notification to the Secretary of the Company, Christopher A. Head, c/o Moog Inc., 400 Jamison Road,
Elma, New York 14052.
RECORD DATE AND OUTSTANDING SHARES
The Board has fixed the close of business on December 10, 2021 as the record date for determining the holders of common
stock entitled to notice of and to vote at the Annual Meeting. On December 10, 2021, the Company had outstanding and entitled
to vote a total of 29,535,063 shares of Class A common stock (“Class A shares”) and 4,306,561 shares of Class B common stock
(“Class B shares”).
VOTING RIGHTS AND INSTRUCTIONS
Holders of a majority of each of the Class A shares and Class B shares issued and outstanding and entitled to vote, present in
person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.
Holders of Class A shares are entitled to elect at least 25% of the Board, rounded up to the nearest whole number, so long as the
number of outstanding Class A shares is at least 10% of the number of outstanding shares of both classes of common stock.
During fiscal 2021, the holders of Class A shares were entitled, as a class, to elect three directors of the Company, and the
holders of the Class B shares were entitled, as a class, to elect the remaining six directors. R. Bradley Lawrence, a member of
our Board, is retiring immediately prior to the Annual Meeting. As a result, there would be one vacancy on the Board. However,
the Nominating and Governance Committee has recommended to the Board, and the Board has approved, a reduction in the
size of the Board as of the Annual Meeting from nine members to eight members. At the 2022 Annual Meeting of Shareholders,
the holders of Class A shares are entitled, as a class, to elect two directors of the Company, and the holders of the Class B
shares are entitled, as a class, to elect the remaining six directors. Other than on matters relating to the election of directors or as
required by law, where the holders of Class A shares and Class B shares vote as separate classes, the record holder of each
outstanding Class A share is entitled to a one-tenth vote per share, and the record holder of each outstanding Class B share is
entitled to one vote per share on all matters to be brought before the Annual Meeting.
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