Moog Proxy - FY2022 - Host - Flipbook - Page 4
East Aurora, New York 14052-0018
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 31, 2023
GENERAL INFORMATION
This Proxy Statement is furnished to shareholders of record as of the close of business on December 2, 2022 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 (the "Annual Meeting") to be held virtually on January 31, 2023, at 10:00 a.m. EST, 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 19, 2022.
The Annual Meeting will be a virtual meeting conducted via live webcast. Shareholders will be able to join the Annual Meeting via
a website where they attend, submit questions and vote their shares electronically. Prior registration to attend the Annual Meeting
and vote electronically at the Annual Meeting is required for each class of shares by 6:00 p.m. EST. on January 26, 2023 by
entering your control number, which can be found on your Important Notice Regarding the Availability of Proxy Materials, proxy
card or voting instruction form. Register to attend and vote with Class A shares at register.proxypush.com/moga. Register to
attend and vote with Class B shares at register.proxypush.com/mogb. Shareholders that hold both Class A and Class B shares
must register each share class to be eligible to vote both share classes electronically at the Annual Meeting. Upon completing
your registration, you will receive further instructions via email, including your unique links that will allow you access to the
Annual Meeting and will also permit you to submit questions. We recommend that you log in at least fifteen minutes prior to the
start of the Annual Meeting. Technical support will be available during the virtual Annual Meeting. Further details will be provided
to shareholders as part of the registration confirmation.
As part of the Annual Meeting, we will hold a live Q&A session, during which we will address questions that relate to the matters
to be voted on at the Annual Meeting. If you wish to submit questions prior to the Annual Meeting, please follow the registration
instructions on your Notice of Internet Availability of Proxy Materials or proxy card. If you wish to submit a question during the
Annual Meeting, you may do so using the virtual meeting platform. If your question is properly submitted during the relevant
portion of the meeting agenda we will respond during the live webcast, subject to time constraints. Multiple questions submitted
on the same subject will be consolidated and answered with a single response. Only validated shareholders or proxy holders will
be able to ask questions using the meeting portal.
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 (the "Board") of the Company.
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 at the Annual 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, Christopher A. Head, c/o Moog Inc., Seneca Street at
Jamison Road, East Aurora, New York 14052.
Many shareholders receive a notice of internet availability in lieu of paper copies of our 2022 Annual Report to Shareholders. The
notice of internet availability provides instructions on how to access the documents on the internet and how to receive a paper
copy of our materials. Electronic delivery enables us to more cost effectively provide the information needed while reducing the
environmental impact and cost associated with printing and mailing paper copies.
RECORD DATE AND OUTSTANDING SHARES
The Board has fixed the close of business on December 2, 2022 as the record date for determining the holders of common stock
entitled to notice of and to vote at the Annual Meeting. On December 2, 2022, the Company had outstanding and entitled to vote
a total of 29,140,134 shares of Class A common stock (“Class A shares”) and 4,465,269 shares of Class B common stock
(“Class B shares”).
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