Current Report Filing (8-k)

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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

February 11, 2020

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 or organization)	(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.

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Item 5.07	Submission of Matters to a Vote of Security Holders

(a) The Company’s Annual Meeting of Shareholders was held on February 11, 2020 (the "2020 Annual Meeting").

(b) The following matters were submitted to a vote of security holders at the 2020 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
Brenda L. Reichelderfer		3,600,610	88,773	195,609
(term expiring 2023)
John R. Scannell		3,586,517	102,866	195,609
(term expiring 2023)
Class A
Janet M. Coletti		2,364,463	485,601	127,748
(term expiring 2021)
Kraig H. Kayser		2,719,841	130,224	127,748
(term expiring 2023)

The terms of the following directors continued after the 2020 Annual Meeting:

Name		Expiration of Term
Class B
Donald R. Fishback		2021
William G. Gisel, Jr.		2021
Peter J. Gundermann		2022
Brian J. Lipke		2021
Class A
R. Bradley Lawrence		2022

(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 2020 fiscal year based on the following votes:

For	Against	Abstain	Broker Non-Votes
6,728,029	127,840	6,935	—

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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 13, 2020	By:	/s/ Michael J. Swope
		Name:	Michael J. Swope
			Controller