Moog Proxy and Notice and Access Letter- FY2019 Filed 12 30 2019 - Page 44



PROPOSALS OF SHAREHOLDERS FOR 2021 ANNUAL MEETING
To be considered for inclusion in the proxy materials for the 2021 Annual Meeting of Shareholders, shareholder proposals must
be received by the Secretary of the Company no later than September 1, 2020. Under the Company’s by-laws, if a shareholder
wishes to nominate a director or bring other business before the shareholders at the 2021 Annual Meeting without having a proposal
included in the Proxy Statement for that meeting, the shareholder must notify the Secretary of the Company in writing between
October 14, 2020 and November 13, 2020, and the notice must contain the specific information required by the Company’s bylaws. A copy of the Company’s by-laws can be obtained without charge from the Treasurer of the Company, East Aurora, New York,
14052.
Section 1.06 of the Company’s by-laws provides that proposals may be properly brought before an annual meeting by a
shareholder of record (both at the time notice of the proposal is given by the shareholder and as of the record date of the annual
meeting in question) of any shares of the Company entitled to vote at the annual meeting if the shareholder provides timely notice
of the proposal to the Secretary of the Company in accordance with the requirements of the by-laws. A shareholder making a
proposal at an annual meeting must be present at such meeting in person, and the business brought before an annual meeting
must also be a proper matter for shareholder action under the New York Business Corporation Law.
A shareholder’s notice to the Secretary of the Company must set forth certain information regarding the shareholder and the
proposal, including the name and address of the shareholder, a brief description of the business the shareholder desires to bring
before the annual meeting and the reasons for conducting such business at such annual meeting, the class or series and number
of shares beneficially owned by the shareholder, the names and addresses of other shareholders known to support such proposal
and any material interest of the shareholder in such proposal.
Section 1.06 further provides that nominations of candidates for election as directors of the Company at any annual meeting
of shareholders may be made by a shareholder of record (both at the time notice of such nomination is given by the shareholder
and as of the record date of the annual meeting in question) of any shares of the Company entitled to vote at the annual meeting
for the election of directors if the shareholder provides timely notice to the Secretary of the Company in accordance with the
requirements of the by-laws. A shareholder may nominate a candidate for election as a director only as to such class of director
whose election the shareholder would be entitled to vote thereon at an annual meeting of shareholders. Any shareholder who
desires to make a nomination must be present in person at the annual meeting.
In addition to the information required in a notice of a proposal, a notice to the Secretary with respect to nominations must
contain certain information regarding each proposed nominee for director, including, the nominee’s name, age, business and
residence address, principal occupation, the class or series and number of shares of the Company beneficially owned by the
nominee and a consent of the nominee to serve as a director, if elected. The notice must also provide a description of any
arrangements or understandings between the nominating shareholder and each nominee and such other information concerning
the nominee as required pursuant to the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended.
Further information regarding proposals or nominations by shareholders can be found in Section 1.06 of the Company’s bylaws. If the Board of Directors or a designated committee determines that any proposal or nomination was not made in a timely
fashion or fails to meet the information requirements of Section 1.06 of the Company's by-laws in any material respect, such proposal
or nomination will not be considered.
As of the date of this Proxy Statement, the Board of Directors does not intend to present, and has not been informed that any
other person intends to present, any matter for action at this meeting other than those specifically referred to in this Proxy Statement.
If other matters properly come before the meeting, it is intended that the holders of the proxies will act with respect thereto in
accordance with their best judgment.
The cost of this solicitation of proxies will be borne by the Company. The Company may request brokerage houses, nominees,
custodians and fiduciaries to forward soliciting material to the beneficial owners of stock held of record, and will reimburse such
persons for any reasonable expense in forwarding the material. The Company anticipates hiring Alliance Advisors LLC to assist in
the solicitation of proxies for a fee anticipated to be $6,500, plus disbursements. In addition, officers, directors and employees of
the Company may solicit proxies personally or by telephone and will not receive any additional compensation.
Copies of the 2019 Annual Report to Shareholders, which includes the Company’s Annual Report on Form 10-K for the fiscal
year ended September 28, 2019, along with this Proxy Statement, proxy card and Notice of Annual Meeting of Shareholders may
be obtained, without charge, from the Treasurer of the Company, East Aurora, New York 14052.
By Order of the Board of Directors
Robert J. Olivieri, Secretary
Dated: East Aurora, New York
December 30, 2019
42

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