Proxy-12-28-2020 - Report - Page 6
East Aurora, New York 14052-0018
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 9, 2021
GENERAL INFORMATION
This Proxy Statement is furnished to shareholders of record as of the close of business on December 14, 2020 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 to be held on February 9, 2021, 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 28, 2020.
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 Impartant Notice Regarding the Availability of Porxy 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.
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.
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 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, Robert J. Olivieri, c/o Hodgson Russ LLP, The Guaranty Building, 140 Pearl
Street, Suite 100, Buffalo, New York 14202.
RECORD DATE AND OUTSTANDING SHARES
The Board of Directors has fixed the close of business on December 14, 2020 as the record date for determining the holders
of common stock entitled to notice of and to vote at the meeting. On December 14, 2020, the Company had outstanding and entitled
to vote a total of 29,784,301 shares of Class A common stock (“Class A shares”) and 4,111,386 shares of Class B common stock
(“Class B shares”).
VOTING RIGHTS AND INSTRUCTIONS
Holders of a majority of each of the Class A and Class B shares issued and outstanding and entitled to vote, present in person
or represented by proxy, will constitute a quorum at the meeting.
Holders of Class A shares are entitled to elect at least 25% of the Board of Directors, 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
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