Moog Proxy - FY2022 - Host - Flipbook - Page 5
STATEMENT REGARDING MOOG'S DUAL-CLASS STOCK
Since our founding in 1951, we have built our success based upon our culture and values, including our strong focus on our
human capital resources. Our desire to create a shared sense of purpose among our employees has long been rooted in our
current dual-class capital structure, which we believe is in the best interests of our Company and all of our shareholders. The
Company’s dual-class capital structure, which has been in place since 1980, provides each outstanding Class A share a onetenth vote per share and each outstanding Class B share one vote per share. In addition, holders of Class A shares are entitled
to elect at least 25% of the Board, 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. Unlike many dual-class capital
structures, the Company’s Class A shareholders elect their own directors without any influence from Class B shareholders.
Currently, we have nine directors on our Board. Three are Class A directors and six are Class B directors.
The majority of Class B shares are held by employees or employee benefit plans. We believe that having our employees and
employee benefit plans as significant shareholders through their ownership of the Class B shares has permitted the Company
and our management to focus on the Company’s long-term success to the benefit of all of our stakeholders, including
shareholders, employees, customers, suppliers and communities where we maintain offices and provides stability in the face of
short-term market pressures and factors beyond the control of management.
The Company has a history of open disclosure regarding this dual-class capital structure. Shareholders that invest in our
Company should do so with the understanding that, in the view of the Board of Directors and management, our current voting
and governance structure contributes to the stability of the Company’s operations and long-term success.
VOTING RIGHTS AND INSTRUCTIONS
Holders of a majority of each of the Class A shares and Class B shares issued and outstanding and entitled to vote, present in
person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.
Holders of Class A shares are entitled to elect at least 25% of the Board, 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 Annual 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 Annual Meeting that would not require a separate class vote by law may be
adopted by a majority of the Class A shares 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.
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 in 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 2023
fiscal year, and therefore will not affect the outcome of such vote.
Additionally, if you hold your shares in a brokerage account or by another nominee, since you are not the shareholder of record,
in order to vote these shares in person at the Annual Meeting you must obtain a legal proxy from your broker or other nominee.
Once you have obtained the legal proxy, you must send a copy of the legal proxy to EQ via e-mail to EQSSProxyTabulation@equiniti.com prior to January 31, 2023.
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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