Moog : Submission of Matters to a Vote of Security Holders - Form 8-K

mog-20230131

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

January 31, 2023

Date of Report (date of earliest event reported)

MOOG Inc.

(Exact name of registrant as specified in its charter)

NY	1-05129	16-0757636
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
400 Jamison Rd	East Aurora,	New York	14052-0018
(Address of principal executive offices)	(Zip Code)

[phone]

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock	MOG.A	New York Stock Exchange
Class B common stock	MOG.B	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.07	Submission of Matters to a Vote of Security Holders

(a) The Company's Annual Meeting of Shareholders was held on January 31, 2023 (the "2023 Annual Meeting").

(b) The following matters were submitted to a vote of security holders at the 2023 Annual Meeting. In accordance with the Company's Restated Certificate of Incorporation, on matters relating to the election of directors the holders of Class A shares and the holders of Class B shares each vote as a separate class. Each Class A share is entitled to one-tenth vote per share and each Class B share is entitled to one vote per share. The final results reported below reflect such vote.

(i) The nominees to the Board of Directors were elected based on the following votes:

Nominee	For	Authority Withheld	Broker Non-Votes
Class B
Kraig H. Kayser	3,527,802	85,839	118,811
(term expiring 2026)
John R. Scannell	3,469,212	144,429	118,811
(term expiring 2025)
Class A
Mahesh Narang	2,604,705	16,596	93,532
(term expiring 2025)
Brenda L. Reichelderfer	2,487,726	133,575	93,532
(term expiring 2026)

The terms of the following directors continued after the 2023 Annual Meeting:

Name	Expiration of Term
Class B
Donald R. Fishback	2024
William G. Gisel, Jr.	2024
Peter J. Gundermann	2025
Brian J. Lipke	2025
Class A
Janet M. Coletti	2024

(ii) The Company's Class A shareholders and Class B shareholders, voting together as a single class, ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2023 fiscal year based on the following votes:

For	Against	Abstain	Broker Non-Votes
6,272,320	166,095	8,870	-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MOOG INC.
Dated:	February 1, 2023	By:	/s/ Michael J. Swope
		Name:	Michael J. Swope
			Controller