Proxy-12-28-2020 - Report - Page 5
East Aurora, New York 14052-0018
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Moog Inc. (the "Company") will be held on Tuesday,
February 9, 2021, at 10:00 a.m. EST. Due to concerns about the COVID-19 pandemic and to protect the health and safety of our
directors, employees, shareholders, and the community, this year’s annual meeting will be a fully virtual meeting conducted via live
webcast. Shareholders will be able to join the meeting via a website where they can listen to the speakers, hear responses to any
questions submitted by shareholders and answered by Company management 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 5:00 p.m. EST.
on February 5, 2021 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.
The requirement under New York corporate law to hold an in-person meeting has been suspended by an act of the New York
State Legislature and an executive order by the Governor of the State of New York. In the unlikely event such suspension is not
extended to the date of our annual meeting, we may provide a venue for an in-person annual meeting, in addition to virtual
participation. In that case, we would notify our shareholders in advance on our website and by issuing a press release and filing it
as additional proxy materials with the Securities and Exchange Commission.
The Annual Meeting of Shareholders is being held for the following purposes:
1. To elect four directors of the Company, one of whom will be a Class A director elected by the holders of Class A shares
and three of whom will be Class B directors elected by the holders of Class B shares. One Class B director will serve a one-year
term expiring in 2022, the Class A director as well as the other two Class B directors will each serve three-year terms expiring in
2024, or until the election and qualification of their successors.
2.
To consider a non-binding advisory vote on executive compensation.
3. To consider and ratify the selection of Ernst & Young LLP, independent registered certified public accountants, as auditors
of the Company for the 2021 fiscal year.
4. To consider and transact such other business as may properly come before the meeting or any adjournment or adjournments
thereof.
The Board of Directors has fixed the close of business on December 14, 2020 as the record date for determining which
shareholders shall be entitled to notice of and to vote at such meeting.
SHAREHOLDERS WHO WILL BE UNABLE TO BE PRESENT AT THE VIRTUAL MEETING MAY ATTEND THE MEETING
BY PROXY. SHAREHOLDERS WHO WILL VOTE BY PROXY ARE REQUESTED TO DATE, MARK, SIGN AND RETURN THE
PROXY CARD OR USE THE INTERNET OR TELEPHONE VOTING OPTIONS AS DESCRIBED ON THE PROXY CARD. THE
PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
Robert J. Olivieri, Secretary
Dated: East Aurora, New York
December 28, 2020
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 9, 2021:
This Proxy Statement and the 2020 Annual Report to Shareholders are available for review online at
http://www.moog.com/proxy.
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