Moog Proxy and Notice and Access Letter- FY2019 Filed 12 30 2019 - Page 5

Shares held in a brokerage account or by another nominee are considered held in “street name” by the shareholder. A broker
or nominee holding shares for a shareholder in “street name” may not vote on matters such as the election of directors, unless the
broker or nominee receives specific voting instructions from the shareholder. As a result, absent specific instructions, brokers or
nominees may not vote a shareholder’s shares on Proposal 1, the election of directors. Such shares will be considered “broker
non-votes” for such proposal. Broker non-votes in connection with the election of one or more nominees for director will not constitute
a vote cast and will therefore have no effect on the outcome of the vote. In addition, with respect to Proposal 1, the election of
directors, a "withhold" vote will not constitute a vote cast and therefore will not affect the outcome of the vote on the election of
directors. In accordance with New York law, abstentions and broker non-votes are also not counted in determining the votes cast
in favor of or against Proposal 2, the ratification of the selection of Ernst & Young LLP as independent auditors of the Company for
the 2020 fiscal year, and therefore will not affect the outcome of such vote.
Therefore, it is particularly important for shareholders holding shares in “street name” to instruct their brokers as to
how they wish to vote their shares.


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