Document


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
 
Date of Report (Date of earliest event reported): February 12, 2019
 
MOOG INC.
(Exact name of registrant as specified in its charter)
New York
1-5129
16-0757636
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
 
East Aurora, New York
14052-0018
(Address of principal executive offices)
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (716) 652-2000
 
N/A
(Former name or former address, if changed since last report)
 
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o
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. o






Item 5.07
Submission of Matters to a Vote of Security Holders

(a)
The Company’s Annual Meeting of Shareholders was held on February 12, 2019 (the "2019 Annual Meeting").

(b)
The following matters were submitted to a vote of security holders at the 2019 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 A
 
 
 
 
 
 
 
Bradley R. Lawrence
(term expiring 2022)
 
2,923,549
 
28,272
 
132,284
Class B
 
 
 
 
 
 
 
Peter J. Gundermann
(term expiring 2022)
 
3,605,019
 
75,170
 
214,144
 
 
 
 
 
 
 
 
The terms of the following directors continued after the 2019 Annual Meeting:
Name
Expiration of Term
Class B
 
 
Donald R. Fishback
2021
 
William G. Gisel, Jr.
2021
 
Brian J. Lipke
2021
 
Brenda L. Reichelderfer
2020
 
John R. Scannell
2020
Class A
 
 
Kraig H. Kayser
2020
(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 2019 fiscal year based on the following votes:
For
Against
Abstain
Broker Non-Votes
6,834,186
111,472
32,780
—







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 15, 2019
By:
/s/ Jennifer Walter
 
 
 
Name:
Jennifer Walter
 
 
 
 
Vice President - Finance