Moog Proxy and Notice and Access Letter- FY2019 Filed 12 30 2019 - Page 43



— AUDIT FEES AND PRE-APPROVAL POLICY —
The following table sets forth the fees incurred by the Company related to the services of the Company’s principal Independent
Registered Public Accounting Firm, Ernst & Young LLP for the fiscal years ended September 28, 2019 and September 29, 2018:
Fiscal Year Ended
Fiscal Year Ended
September 28, 2019
September 29, 2018
Audit Fees
$ 1,920,409
Audit-Related Fees (1)
$

(2)
$ 2,520,223
12,340
$
11,770
All Other Fees (3)
$

930
Total
$ 1,932,179
$ 2,680,640
Tax Fees
$
147,147
(1) Audit-related fees are associated with assurance and due diligence related services.
(2) Tax fees relate to services associated with tax planning and compliance.
(3) All other fees are associated with all other services other than audit, other accounting and tax services
The Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof)
to be performed for the Company by its Independent Registered Public Accounting Firm, subject to any de minimis exceptions
described in the Exchange Act which are approved by the Audit Committee. The Audit Committee may form and delegate authority
to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and
permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full
Audit Committee at its next scheduled meeting. None of the services described above were approved by the Audit Committee under
the de minimis exception provided by SEC Regulation S-X, Rule 2-01(c)(7).
PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors, on the recommendation of the Audit Committee, has selected Ernst & Young LLP, an independent
registered public accounting firm, to continue as independent auditors of the Company for the 2020 fiscal year. Although shareholder
approval of the appointment of the independent registered public accounting firm is not required by law, the Board considers the
selection of the independent auditor to be an important matter of shareholder concern and is submitting the selection of Ernst &
Young LLP for ratification by shareholders as a matter of good corporate practice. Even if the appointment is ratified, the Board, in
its discretion and on the recommendation of the Audit Committee, may direct the appointment of a different independent registered
public accounting firm at any time during the year if the Board determines that such a change would be in the Company’s and its
shareholders' best interests. Representatives of Ernst & Young LLP, who will be available at the shareholders meeting, will be given
the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.
The Board of Directors recommends a vote “FOR” ratification of Ernst & Young LLP as auditors for the Company for
fiscal year 2020.
41

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