Moog Proxy and Notice and Access Letter- FY2019 Filed 12 30 2019 - Page 4



East Aurora, New York 14052-0018
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THE INTERCONTINENTAL HOTEL
901 BAYFRONT COURT, SAN DIEGO, CA 92101
ON FEBRUARY 11, 2020
GENERAL INFORMATION
This Proxy Statement is furnished to shareholders of record as of the close of business on December 17, 2019 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 to be held on February 11, 2020, at 9:00 a.m. PST, 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 30, 2019.
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.
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 in person at the 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, Robert J. Olivieri, c/o Hodgson Russ LLP, The Guaranty Building,
140 Pearl Street, Suite 100, Buffalo, New York 14202.
RECORD DATE AND OUTSTANDING SHARES
The Board of Directors has fixed the close of business on December 17, 2019 as the record date for determining the holders
of common stock entitled to notice of and to vote at the meeting. On December 17, 2019, the Company had outstanding and entitled
to vote a total of 32,222,014 shares of Class A common stock (“Class A shares”) and 4,222,776 shares of Class B common stock
(“Class B shares”).
VOTING RIGHTS AND INSTRUCTIONS
Holders of a majority of each of the Class A and Class B shares issued and outstanding and entitled to vote, present in person
or represented by proxy, will constitute a quorum at the meeting.
Holders of Class A shares are entitled to elect at least 25% of the Board of Directors, 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. Currently, the holders of Class A shares are entitled, as a class, to elect three 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 meeting.
The Class A directors and Class B directors will be elected by a plurality of the votes cast by the respective class. The ratification
of the auditors and other matters submitted to the meeting that would not require a separate class vote by law may be adopted by
a majority of the Class A and Class B shares, voting together as a single class, cast in favor of or against the proposal, a quorum
of holders of Class A shares and Class B shares being present.
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