10-K FY 2022 FINAL MOOG Inc - Flipbook - Page 74
Table of Contents
Note 16 - Earnings per Share
Basic and diluted weighted-average shares outstanding, as well as shares considered to be anti-dilutive, are as
follows:
Basic weighted-average shares outstanding
Dilutive effect of equity-based awards
Diluted weighted-average shares outstanding
2022
31,977,482
139,546
32,117,028
2021
32,112,589
185,367
32,297,956
2020
33,257,684
180,117
33,437,801
Anti-dilutive shares from equity-based awards
50,320
50,012
136,323
Note 17 - Shareholders’ Equity
Class A and Class B common stock share equally in our earnings and are identical with certain exceptions. Other than
on matters relating to the election of directors or as required by law where the holders of Class A and Class B shares
vote as separate classes, Class A shares have limited voting rights, with each share of Class A being entitled to onetenth of a vote on most matters, and each share of Class B being entitled to one vote. Class A shareholders are
entitled, subject to certain limitations, to elect at least 25% of the Board of Directors (rounded up to the nearest whole
number) with Class B shareholders entitled to elect the balance of the directors. No cash dividend may be paid on
Class B shares unless at least an equal cash dividend is paid on Class A shares. Class B shares are convertible at
any time into Class A shares on a one-for-one basis at the option of the shareholder.
Class A shares and Class B shares reserved for issuance at October 1, 2022 are as follows:
Shares
7,472,878
1,466,247
1,701,956
1,083,790
11,724,871
Conversion of Class B to Class A shares
Employee Stock Purchase Plan
2014 Long Term Incentive Plan
2008 Stock Appreciation Rights Plan
Class A and B shares reserved for issuance
We are authorized to issue up to 10,000,000 shares of preferred stock. The Board of Directors may authorize, without
further shareholder action, the issuance of additional preferred stock which ranks senior to both classes of our
common stock with respect to the payment of dividends and the distribution of assets on liquidation. The preferred
stock, when issued, would have such designations relative to voting and conversion rights, preferences, privileges
and limitations as determined by the Board of Directors.
We issue common stock under our equity-based compensation plans from treasury stock or from stock held by the
SECT. As of October 1, 2022, in addition to the shares reserved for issuance upon the exercise of outstanding equity
awards, there were 737,625 shares authorized for awards that may be granted in the future under the 2014 Long
Term Incentive Plan, assuming performance-based awards currently outstanding are all settled at the targeted payout.
On November 20, 2020, the Board of Directors authorized a new share repurchase program to replace the previously
existing share repurchase program. This program authorizes repurchases that includes both Class A and Class B
common stock, and allows us to buy up to an aggregate 3,000,000 common shares. Shares acquired by the SECT or
the SERP Trust are not included in this program. During 2022, we repurchased 486,923 of our Class A and B common
stock for $35,626. During 2021, we repurchased 243,147 of our Class A and B common stock for $19,253. As of
October 1, 2022, the total remaining authorization for future common share repurchases under our program is
2,269,930 shares.
Previously, the Board of Directors authorized a share repurchase program that was amended from time to time to
authorize additional repurchases. Shares acquired by the SECT or the SERP Trust are not included in this program.
During 2021, we repurchased 155,963 of our Class A and Class B common stock for $10,193. During 2020, we
repurchased 2,881,116 of our Class A and Class B common stock for $215,776. As of October 1, 2022, there are no
shares remaining for future common share repurchases under this program.
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