Moog Proxy - FY2022 - Host - Flipbook - Page 6
UNIVERSAL PROXY RULES
Pursuant to the Securities and Exchange Commission’s new universal proxy rules, which became effective September 1, 2022,
shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide
notice of such intent to the Company in accordance with the requirements of the Securities and Exchange Commission’s Rule
14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the deadline for shareholders to
provide notice of such intent pursuant to Rule 14a-19 for the Annual Meeting, no shareholder has provided such notice to the
Company. Therefore, the universal proxy rules do not apply to this solicitation.
PROPOSAL 1 — ELECTION OF DIRECTORS
The Board is comprised of two classes of directors, Class A directors and Class B directors, elected by holders of Class A shares
and holders of Class B shares, respectively. Within each class of directors there exist three subclasses, such that each of the
subclasses is nearly equal in number.
Our Board is currently comprised of nine members. Four directors are to be elected at the Annual Meeting, of which two will be
Class A directors elected by the holders of the outstanding Class A shares and of which two will be Class B directors elected by
the holders of the outstanding Class B shares. Mr. Mahesh Narang is nominated to be elected by the holders of Class A shares
and Mr. John R. Scannell is nominated to be elected by the holders of Class B shares each to hold office for a two-year term
expiring in 2025, or until the election and qualification of his successor. Ms. Brenda L. Reichelderfer is nominated to be elected
by the holders of Class A shares and Mr. Kraig H. Kayser is nominated to be elected by the holders of Class B shares each to
hold office for a three-year term expiring in 2026, or until the election and qualification of their successors.
For each properly executed proxy, the persons named in the proxy will vote Class A shares for the election of the Class A
nominees named in the following table and Class B shares for the election of the Class B nominees named in the following table,
unless the proxy directs otherwise or is revoked. In the event any of the nominees should be unable to serve as a director, the
proxy will be voted in accordance with the best judgment of the person or persons acting under it. It is not expected that any of
the nominees will be unable to serve. Proxies cannot be voted for a greater number of persons than the number of nominees
named.
The Company’s current Board, including the nominees for director, share certain characteristics, experience and capabilities
critical to effective board membership. Sound business judgment essential to intelligent and effective decision-making,
experience at the policy-making level, relevant educational background, integrity, honesty and the ability to work collaboratively
are some of the attributes possessed that qualify them to serve on the Board. The specific employment and leadership
experiences, knowledge and capabilities of both the nominees for director and standing directors are further described in their
biographies on the following pages.
Certain information regarding nominees for Class A and Class B directors, as well as those Class A and Class B directors whose
terms of office continue beyond the date of the Annual Meeting, is set forth in the following tables. Ms. Reichelderfer and Messrs.
Kayser and Scannell have previously served as directors and have been elected as directors at prior annual meetings. The
Board appointed Mr. Narang as a director effective August 8, 2022.
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