Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.
)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] |
Preliminary Proxy Statement
| |||||
[ ] |
Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2)) |
|||||
[X] |
Definitive Proxy Statement |
|||||
[ ] |
Definitive Additional Materials |
|||||
[ ] |
Soliciting Material Pursuant to
Section 240.14a-11(c) or Section 240.14a-2. |
|||||
Moog, Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement, if
other than Registrant)
Payment of Filing Fee (Check the appropriate box):
| [X] | No fee required. |
| [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| [ ] | Fee paid previously with preliminary materials. | |
| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Table of Contents
MOOG
INC., EAST AURORA, NEW YORK 14052
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
of MOOG Inc. will be held in the Auditorium of the Albright-Knox
Art Gallery, 1285 Elmwood Avenue, Buffalo, New York, on
Wednesday, January 11, 2006, at 9:15 a.m., 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 to serve a three-year term expiring in 2009,
and three of whom will be Class B directors elected by the
holders of Class B shares to serve a three-year term
expiring in 2009, or until the election and qualification of
their successors.
2. To consider and ratify the selection of
Ernst & Young LLP, independent certified public
accountants, as auditors of the Company for the 2006 fiscal year.
3. 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
November 30, 2005 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
PERSONALLY MAY ATTEND THE MEETING BY PROXY. SHAREHOLDERS WHO
WILL VOTE BY PROXY ARE REQUESTED TO DATE, SIGN AND RETURN THE
ENCLOSED PROXY 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
John B. Drenning,
Secretary
| Dated: | East Aurora, New York |
December 9, 2005
TABLE OF CONTENTS
Table of Contents
PROXY
STATEMENT
FOR ANNUAL MEETING OF
SHAREHOLDERS OF
MOOG INC.
TO BE HELD IN THE AUDITORIUM OF THE ALBRIGHT-KNOX ART
GALLERY
1285 ELMWOOD AVENUE, BUFFALO, NEW YORK
ON JANUARY 11, 2006
This Proxy Statement is furnished to shareholders of record on
November 30, 2005 by the Board of Directors of MOOG Inc.
(the “Company”), in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders on
Wednesday, January 11, 2006, at 9:15 a.m., 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 mailed to
shareholders on or about December 9, 2005.
If the enclosed form of proxy is properly executed and returned,
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 “FOR” Proposal 1, the
election of directors and “FOR” Proposal 2, the
ratification of Ernst & Young LLP as independent
auditors for the fiscal year 2006.
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 in person 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.
GENERAL
The Board of Directors has fixed the close of business on
November 30, 2005 as the record date for determining the
holders of common stock entitled to notice of and to vote at the
meeting. On November 30, 2005, the Company had outstanding
and entitled to vote, a total of 34,424,389 shares of
Class A common stock (“Class A shares”) and
4,691,094 shares of Class B common stock
(“Class B shares”).
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 eight 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
of each outstanding Class A share is entitled to a
one-tenth vote per share, and the record holder of each
outstanding Class B share is entitled to one vote per share
on all matters to be brought before the meeting.
The Class A director and the Class B directors will be
elected by a plurality of the votes cast by the respective
class. The ratification of the auditors and the other matters
submitted to the meeting may be adopted by a majority of the
Class A and Class B votes cast, a quorum of 17,212,196
Class A shares and 2,345,548 Class B shares being
present.
In accordance with New York law, abstentions and broker
non-votes are not counted in determining the votes cast in
connection with the ratification of the selection of
Ernst & Young LLP as auditors of the Company for the
2006 fiscal year. Votes withheld, including broker non-votes, in
connection with the election of one or more nominees for
director will not be counted and will have no effect.
Table of Contents
CERTAIN
BENEFICIAL OWNERS
Security
Ownership
The only persons known by the Company to own beneficially more
than five percent of the outstanding shares of either class of
the voting common stock of the Company as of November 30,
2005 are set forth below.
|
Class A |
Class B |
|||||||||||||||
| Common Stock | Common Stock (1) | |||||||||||||||
|
Amount and |
Amount and |
|||||||||||||||
|
Nature of |
Nature of |
|||||||||||||||
|
Beneficial |
Percent |
Beneficial |
Percent |
|||||||||||||
|
Name and Address of Beneficial
Owner
|
Ownership | of Class | Ownership | of Class | ||||||||||||
|
Earnest Partners
|
4,626,000 | 13.4 | –0– | –0– | ||||||||||||
|
75 Fourteenth Street,
Suite 2300
|
||||||||||||||||
|
Atlanta, GA 30309
|
||||||||||||||||
|
Alliance Capital Management
|
1,819,000 | 5.3 | –0– | –0– | ||||||||||||
|
1345 Avenue of the Americas
|
||||||||||||||||
|
New York, NY 10105
|
||||||||||||||||
|
Fidelity Management &
Research
|
1,750,000 | 5.1 | –0– | –0– | ||||||||||||
|
82 Devonshire Street
|
||||||||||||||||
|
Boston, MA 02109
|
||||||||||||||||
|
Moog Inc. Savings and Stock
Ownership Plan (2)
|
1,288,840 | 3.7 | 1,796,310 | 38.3 | ||||||||||||
|
c/o Moog Inc.
|
||||||||||||||||
|
Jamison Rd.
|
||||||||||||||||
|
East Aurora, NY 14052
|
||||||||||||||||
|
All directors and officers as a
group (3)
|
992,026 | 2.9 | 251,843 | 5.4 | ||||||||||||
|
(See “Election of
Directors,” particularly footnotes 7 and 16 to the table on
pages 4, 5 and 6)
|
||||||||||||||||
|
Moog Family Agreement as to
Voting (4)
|
161,107 | 0.5 | 311,473 | 6.6 | ||||||||||||
|
c/o Moog Inc.
|
||||||||||||||||
|
Jamison Rd.
|
||||||||||||||||
|
East Aurora, NY 14052
|
||||||||||||||||
|
Moog Inc. Employee Retirement
Plan (5)
|
149,022 | 0.4 | 1,001,034 | 21.3 | ||||||||||||
|
c/o Moog Inc.
|
||||||||||||||||
|
Jamison Rd.
|
||||||||||||||||
|
East Aurora, NY 14052
|
||||||||||||||||
|
Moog Stock Employee Compensation
Trust (6)
|
–0– | –0– | 435,628 | 9.3 | ||||||||||||
|
c/o Moog Inc.
|
||||||||||||||||
|
Jamison Rd.
|
||||||||||||||||
|
East Aurora, NY 14052
|
||||||||||||||||
| (1) | Class B shares are convertible into Class A shares on a share-for-share basis. | |
| (2) | These shares are allocated to individual participants under the Plan and are voted by the Trustee, HSBC Bank USA, Buffalo, New York, as directed by the participants to whom such shares are allocated. Any allocated shares as to which voting instructions are not received are voted by the Trustee as directed by the Plan’s Investment Committee. As of September 24, 2005, 14,217 of the allocated Class A shares and 57,170 of the allocated Class B shares were allocated to accounts of officers and are included in the share totals in the table on page 4 for all directors and officers as a group. | |
| (3) | See the table on pages 4, 5, and 6 containing information concerning the shareholdings of directors and officers of the Company. | |
| (4) | See “Moog Family Agreement as to Voting” for an explanation as to how the shares shown in the table as beneficially owned are voted. In addition to the shares listed, 108,022 Class A and 88,380 Class B shares owned by Richard A. Aubrecht which are included with “All directors and officers as a group” are also subject to the Moog Family Agreement as to Voting. |
2
Table of Contents
| (5) | Shares held are voted by the Trustee, Manufacturers and Traders Trust Company, Buffalo, New York, as directed by the Moog Inc. Retirement Plan Committee. | |
| (6) | On December 3, 2003, the Board of Directors approved the establishment of the Moog Stock Employee Compensation Trust (“Moog SECT”). The purpose of the Moog SECT is to acquire Moog shares that become available for subsequent use in the Moog Inc. Savings and Stock Ownership Plan or other Moog Inc. employee benefit plans. The Trust will terminate on the earlier of (a) the date the Trust no longer holds any assets or (b) a date specified in a written notice given by the Board of Directors to the Trustee. During fiscal 2005, the Moog SECT acquired 11,685 Class B shares from and sold 80,523 shares to the Moog Inc. Savings and Stock Ownership Plan. |
The Trustee of the Moog SECT is G. Wayne Hawk, who resides at
380 Shultz Road, Elma, New York 14059. The Trustee’s powers
and rights include, among others, the right to retain or sell
SECT assets, borrow from Moog Inc. upon direction from an
Administrative Committee and enter into related loan agreements,
vote or give consent with respect to securities held by the Moog
SECT in the Trustee’s sole discretion, employ accountants
and advisors as may be reasonably necessary, to utilize a
custodian to hold, but not manage or invest, assets held by the
Moog SECT, and consult with legal counsel.
Moog
Family Agreement as to Voting
The Moog Family Agreement as to Voting is an agreement among
certain relatives of the late Jane B. Moog and includes her
son-in-law, Richard A.
Aubrecht. The agreement relates to 161,107 Class A shares
and 311,473 Class B shares, owned of record or beneficially
by members of the Moog Family who are party to the agreement, as
well as 108,022 Class A shares and 88,380 Class B
shares held by Richard A. Aubrecht, exclusive of currently
exercisable options. Each party to the agreement granted an
irrevocable proxy covering that party’s shares of stock to
a committee which is required to take all action necessary to
cause all shares subject to the agreement to be voted as may be
determined by the vote of any four of its members. The agreement
contains restrictions on the ability of any party to remove
shares of stock from the provisions of the agreement, to
transfer shares or to convert Class B shares to
Class A shares. The agreement continues in force until
December 31, 2015, and is automatically renewed thereafter
from year to year unless any party to the agreement gives notice
of the election to terminate the agreement.
PROPOSAL 1 — ELECTION
OF DIRECTORS
One of the three classes of the Board of Directors of the
Company is elected annually to serve a three-year term. Four
directors are to be elected at the meeting, of which one is to
be a Class A director elected by the holders of the
outstanding Class A shares, and three of which are to be
Class B directors elected by the holders of the outstanding
Class B shares. The Class A nominee and the
Class B nominees will be elected to hold office until 2009,
or until the election and qualification of their successors. The
persons named in the enclosed proxy will vote Class A
shares for the election of the Class A nominee named below,
and Class B shares for the election of the Class B
nominees named below, unless the proxy directs otherwise. In the
event any of the nominees should be unable to serve as a
director, the proxy will be voted in accordance with the best
judgment of the person or persons acting under it. It is not
expected that any of the nominees will be unable to serve.
Nominees,
Directors and Named Executives
Certain information regarding nominees for Class A and
Class B directors, as well as those directors whose terms
of office continue beyond the date of the 2006 Annual Meeting of
Shareholders, and Named Executives, including their beneficial
ownership of equity securities as of November 30, 2005, is
set forth below. Unless otherwise indicated, each person held
various positions with the Company for the past five years and
has sole voting and investment power with respect to the
securities beneficially owned. Beneficial ownership includes
securities which could be acquired pursuant to currently
exercisable options or options which become exercisable within
60 days of the date of this Proxy Statement.
3
Table of Contents
All of the nominees have previously served as directors and have
been elected as directors at prior annual meetings.
| Shares of Common Stock | ||||||||||||||||||||||||
|
First |
Percent |
Percent |
||||||||||||||||||||||
|
Elected |
of |
of |
||||||||||||||||||||||
| Age | Director | Class A | Class | Class B | Class | |||||||||||||||||||
|
Nominees for Class B
Director Term Expiring in 2009 |
||||||||||||||||||||||||
|
Richard A.
Aubrecht (1) (2)
|
61 | 1980 | 179,141 | * | 88,380 | 1.9 | ||||||||||||||||||
|
John D. Hendrick (3)
|
67 | 1994 | 27,058 | * | 3,375 | * | ||||||||||||||||||
|
Brian J. Lipke (4)
|
54 | 2003 | 1,687 | * | –0– | * | ||||||||||||||||||
|
Nominee for Class A
Director Term Expiring in 2009 |
||||||||||||||||||||||||
|
James L. Gray (5)
|
70 | 1999 | 23,145 | * | –0– | * | ||||||||||||||||||
| Class B Directors — Continuing in Office | ||||||||||||||||||||||||
|
Term Expiring in 2007
|
||||||||||||||||||||||||
|
Kraig H. Kayser (6) 7)
|
45 | 1998 | 21,827 | * | –0– | * | ||||||||||||||||||
|
Robert H. Maskrey (8)
|
64 | 1998 | 205,078 | * | 62,426 | 1.3 | ||||||||||||||||||
|
Albert F. Myers (9)
|
59 | 1997 | 23,230 | * | –0– | * | ||||||||||||||||||
| Term Expiring in 2008 | ||||||||||||||||||||||||
|
Joe C. Green (10)
|
64 | 1986 | 28,299 | * | 6,966 | * | ||||||||||||||||||
|
Raymond W. Boushie (11)
|
65 | 2004 | 1,687 | * | –0– | * | ||||||||||||||||||
| Class A Directors — Continuing in Office | ||||||||||||||||||||||||
|
Term Expiring in 2007
|
||||||||||||||||||||||||
|
Robert R. Banta (12)
|
63 | 1991 | 600 | * | 1,161 | * | ||||||||||||||||||
| Term Expiring in 2008 | ||||||||||||||||||||||||
|
Robert T. Brady (13) (14)
|
64 | 1984 | 186,944 | * | 74,778 | 1.6 | ||||||||||||||||||
| Named Executives | ||||||||||||||||||||||||
|
Stephen A. Huckvale (15)
|
56 | n/a | 63,541 | * | –0– | * | ||||||||||||||||||
|
All directors and officers as a
group
(twenty-one persons)
|
992,026 | (16) | 2.9 | 251,843 | (16) | 5.4 | ||||||||||||||||||
| * | Does not exceed one percent of the class. | |
| (1) | Dr. Aubrecht began his career with the Company in 1969. He worked in various engineering capacities, including three years with the Company’s German subsidiary. After three years with American Hospital Supply, Dr. Aubrecht rejoined the Company in 1979 as Administrative Vice President and Secretary. In 1988, he became Chairman of the Board, and in 1996 was elected Vice Chairman of the Board and Vice President of Strategy and Technology. Dr. Aubrecht studied at the Sibley School of Mechanical Engineering at Cornell University where he received his B.S., M.S. and Ph.D. degrees. | |
| (2) | Dr. Aubrecht’s wife is the beneficial owner of 59,347 Class A shares which are not included in the number reported. | |
| (3) | Mr. Hendrick retired in 2001 as Chairman and President of Okuma America Inc., with annual revenues of approximately $400 million, headquartered in Charlotte, North Carolina. Mr. Hendrick became President of Okuma in 1989. He received a B.S.M.E. from the University of Pittsburgh and a M.S. from Carnegie Mellon University. | |
| (4) | Mr. Lipke is the Chairman of the Board and Chief Executive Officer of Gibraltar Industries, Inc. located in Buffalo, NY, with annual revenues of approximately $1.0 billion. Mr. Lipke started his career with Gibraltar |
4
Table of Contents
| in 1972 and became President in 1987 and Chairman of the Board in 1999. Mr. Lipke attended the SUNY College of Technology at Alfred and the University of Akron. | ||
| (5) | Mr. Gray retired as Chairman and CEO of PrimeStar Partners, LP, a communications company, in 1998. Previously Mr. Gray was Vice Chairman of Time Warner Cable. He received his B.S. in Business Administration from Kent State University and his M.B.A. from the State University of New York at Buffalo. | |
| (6) | Mr. Kayser is President and Chief Executive Officer of Seneca Foods Corporation, with annual revenues of over $850 million, headquartered in Pittsford, NY. Prior to his promotion in 1993, Mr. Kayser was the company’s CFO. He received a B.A. from Hamilton College and an M.B.A. from Cornell University. | |
| (7) | Does not include 151,500 Class A shares and 79,500 Class B shares held in a Seneca Foods Corporation pension plan for which Mr. Kayser is one of three trustees as well as one of a number of beneficiaries. Also not included are 43,937 Class A shares owned by the Seneca Foods Foundation, of which Mr. Kayser is a director. | |
| (8) | Mr. Maskrey joined the Company in 1964, retiring as an officer on October 1, 2005, while continuing to serve on the Board of Directors. He served in a variety of engineering capacities through 1981, when Mr. Maskrey joined the Aircraft Controls Division, of which he became General Manager and concurrently a Vice President of the Company in 1985. In 1999, he was elected an Executive Vice President and Chief Operating Officer, the position he held at retirement. Mr. Maskrey received his B.S. and M.S. in Mechanical Engineering from the Massachusetts Institute of Technology. | |
| (9) | Mr. Myers is Corporate Vice President of Strategy and Technology for Northrop Grumman Corporation, headquartered in Los Angeles, CA, with revenues of approximately $30 billion. Formerly Vice President and Treasurer, Mr. Myers joined Northrop in 1981. He received his B.S. and M.S. degrees in Mechanical Engineering from the University of Idaho and a M.S. degree from the Alfred P. Sloan School at the Massachusetts Institute of Technology. | |
| (10) | Mr. Green began his career at the Company in 1966. In 1973, Mr. Green was named Vice President – Human Resources, and elected Executive Vice President and Chief Administrative Officer in 1988. Before joining the Company, Mr. Green worked for General Motors Institute and served as a Captain in the U.S. Army. Mr. Green received his B.S. from Alfred University in 1962 and completed graduate study in Industrial Psychology at Heidelberg University in Germany. | |
| (11) | Mr. Boushie recently retired as President of Crane Co.’s Aerospace & Electronics segment, which has annual revenues of approximately $500 million, a position held since 1999. Previously he was President of Crane’s Hydro-Aire operation. Mr. Boushie has a B.A. from Colgate University, an Associate Metallurgy degree from Reynolds Metals Co., and has completed graduate work at the University of Michigan and the Wharton School of Finance at the University of Pennsylvania. | |
| (12) | Mr. Banta has been with the Company since 1983 when he was appointed Vice President – Finance. He became Executive Vice President and Chief Financial Officer in 1988 and was named a Director in 1991. Prior to joining the Company, Mr. Banta was Executive Vice President of Corporate Banking for M&T Bank. Mr. Banta received his B.S. from Rutgers University and holds an M.B.A. from the Wharton School of Finance at the University of Pennsylvania. | |
| (13) | Mr. Brady has worked at the Company since 1966 in positions that have encompassed finance, production and operations management. In 1976, Mr. Brady was named Vice President and General Manager of the Aerospace Group. He was elected a director in 1984 and became President and CEO in 1988. In 1996, he was elected Chairman of the Board. Prior to joining Moog, Mr. Brady served as an officer in the U.S. Navy. Mr. Brady received his B.S. from the Massachusetts Institute of Technology in 1962 and received his M.B.A. from Harvard Business School in 1966. | |
| (14) | Mr. Brady’s wife owns 56,828 Class A shares and 25,747 Class B shares which are not included in the number reported. | |
| (15) | Dr. Huckvale began his career with the Company in 1980. From 1980 to 1986, Dr. Huckvale served as Engineering Manager of Moog Controls Ltd. In 1986, Dr. Huckvale was named General Manager of the Pacific Group. In 1990, Dr. Huckvale was elected a Vice President of Moog, and in 1995, was named head of the Moog International Group. Prior to joining the Company, Dr. Huckvale worked for Plessy Hydraulics and |
5
Table of Contents
| the Atkins Research and Development Center. Dr. Huckvale received his Ph.D. in Mechanical Engineering from the University of Bath in England. | ||
| (16) | Does not include shares held by spouses, or as custodian or trustee for minors, as to which beneficial interest has been disclaimed, or shares held under the “Moog Family Agreement as to Voting” described on page 3. Includes 485,577 Class A shares subject to currently exercisable options or options which become exercisable within 60 days. Officers and directors of the Company have entered into an agreement among themselves and with the Company’s Savings and Stock Ownership Plan (the “SSOP”), the Employees’ Retirement Plan and the Company, which provides that prior to selling Class B shares obtained through exercise of a non-statutory option, the remaining officers and directors, the SSOP, the Employees’ Retirement Plan and the Company have an option to purchase the shares being sold. |
Director
Independence
The Board of Directors has adopted standards for determining
whether a director is independent from management. The Board
reviews, consistent with the Company’s corporate governance
guidelines, whether a director has any material relationship
with the Company that would impair the director’s
independent judgment.
To assist it in making independence determinations, the Board
refers to the standards set forth at 303A.02(b) of the New York
Stock Exchange Listed Company Manual. The Board of Directors has
affirmatively determined, based on its standards, that the
following directors are independent: Messrs. Raymond W.
Boushie, James L. Gray, John D. Hendrick, Kraig H. Kayser, Brian
J. Lipke, and Albert F. Myers. The Board has also determined
that all Board standing committees, other than the Executive
Committee, are composed entirely of independent directors.
Certain
Relationships and Related Transactions
Mr. Maskrey, a director for the Company, was also Executive
Vice President and Chief Operating Officer until his retirement
on October 1, 2005. Mr. Maskrey has a one-year
consulting services arrangement with the Company for a base
amount of $6,815 monthly, subject to adjustment based upon
the level of consulting services provided. The consulting
services arrangement was reviewed and approved by the Executive
Compensation Committee and the Board.
Executive
Sessions
The Company’s corporate governance guidelines provide that
the non-management directors, which for the Company are all of
the independent directors, meet without management at regularly
scheduled executive sessions. Generally, these sessions take
place prior to or following regularly scheduled Board meetings.
Each executive session has a Presiding Director, who acts as
chairperson for the executive session, with the role of
Presiding Director rotating among the independent Directors.
The Audit Committee meets with the Company’s independent
auditors in regularly scheduled executive sessions, with the
Audit Committee chairperson presiding over such sessions.
Section 16
Beneficial Ownership Reporting Compliance
Except as noted, during the fiscal year ended September 24,
2005, the executive officers and directors of the Company timely
filed with the Securities and Exchange Commission the required
reports regarding their beneficial ownership of Company
securities. One transaction related to the sale of Moog
Class A shares by the Seneca Foods Foundation was reported
two days late for Kraig H. Kayser, a Director who had an
indirect beneficial interest in the shares.
6
Table of Contents
Other
Directorships
Current Directors of the Company are presently serving on the
following boards of directors of other publicly traded companies:
|
Name of Director
|
Company
|
|
|
Robert T. Brady
|
M&T Bank Corporation; Seneca Foods Corporation; Astronics Corporation; National Fuel Gas Company | |
|
Kraig H. Kayser
|
Seneca Foods Corporation | |
|
Brian J. Lipke
|
Gibraltar Industries Inc. |
Board of
Directors and Committee Meetings
From September 26, 2004 to September 24, 2005, the
Board of Directors held five meetings. The following are the
standing committees of the Board of Directors and the number of
meetings each committee held during the last fiscal year:
|
Number of |
||||||
|
Committees
|
Meetings
|
Members
|
||||
|
Audit
|
6 | Messrs. Kayser, Boushie, Gray, Hendrick, and Myers | ||||
|
Executive
|
0 | Messrs. Aubrecht, Banta, Brady, Green, and Maskrey | ||||
|
Executive Compensation
|
2 | Messrs. Hendrick, Boushie, Gray, Lipke and Myers | ||||
|
Stock Option
|
1 | Messrs. Myers, Boushie, Gray, Hendrick and Lipke | ||||
|
Nominating and Governance
|
1 | Messrs. Gray, Hendrick, Kayser, Lipke and Myers | ||||
For various reasons Board members may not be able to attend a
Board meeting. All Board members are provided information
related to each of the agenda items before each meeting, and,
therefore, can provide counsel outside the confines of regularly
scheduled meetings. Mr. Lipke attended less than 75% of
Board of Directors and Committee meetings. It is the
Company’s policy that, to the extent reasonably
practicable, Board members are expected to attend shareholder
meetings. All but one of the directors attended the January
2005 shareholders meeting.
The Audit Committee oversees the integrity of the financial
reporting process, the independent auditor and the internal
audit function of the Company. The Executive Committee, between
meetings of the Board of Directors and to the extent permitted
by law, exercises all of the powers and authority of the Board
in the management of the business of the Company. The Executive
Compensation Committee determines the CEO’s compensation
and makes recommendations on non-CEO executive compensation
plans. The Stock Option Committee is responsible for the
administration of the stock option plans of the Company and
recommends to the Board of Directors proposed recipients of
stock options. The Nominating and Governance Committee evaluates
and recommends candidates for the Board of Directors and
oversees governance matters.
Website
Access to Information
The Company’s internet address is www.moog.com. The Company
has posted to the investor information portion of its website
its corporate governance guidelines, board committee charters
(including the charters of its Audit, Executive Compensation,
and Nominating and Governance Committees) and code of ethics.
This information is available in print to any shareholder upon
request. All requests for these documents should be made to the
Company’s Manager of Investor Relations by calling
(716) 687-4225.
Communications
with Directors
The Board of Directors has provided a process for which
shareholders or other interested parties can communicate with
the Board of Directors or with the non-management directors as a
group. All such questions or inquiries should be directed to the
Secretary of the Company, John B. Drenning, c/o Hodgson
Russ, LLP, One M&T Plaza, Suite 2000, Buffalo, New York
14203. Mr. Drenning will review and communicate pertinent
inquiries to the Board, or if requested, the non-management
directors as a group.
7
Table of Contents
NOMINATING
AND GOVERNANCE COMMITTEE REPORT
The Nominating and Governance Committee is composed solely of
independent non-employee directors in accordance with the
standards of the New York Stock Exchange. The committee
participates in the search for qualified directors. At a
minimum, qualifications must include relevant experience in the
operation of public companies, education and skills, and a high
level of integrity. The candidate must be willing and available
to serve and should represent the interests of all shareholders
and not of any special interest group. After conducting an
initial evaluation of a candidate, the Committee will interview
that candidate if it believes the candidate might be suitable to
be a director and may also ask the candidate to meet with other
directors and management. If the Committee believes a candidate
would be a valuable addition to the Board of Directors, it will
recommend to the full board that candidate’s election. A
shareholder wishing to nominate a candidate should forward the
candidate’s name and a detailed background of the
candidate’s qualifications to the Secretary of the Company
in accordance with the procedures outlined in the Company’s
by-laws. In making a nomination, shareholders should take into
consideration the criteria set forth above and in the
Company’s corporate governance guidelines. The Board of
Directors has adopted a written charter for the Nominating and
Governance Committee. A copy of the charter is available on the
Company’s website. The Committee met on November 29,
2005 and nominated Messrs. Aubrecht, Gray, Hendrick and
Lipke for election at the 2006 Annual Meeting.
James L. Gray
John D. Hendrick
Kraig H. Kayser
Brian J. Lipke
Albert F. Myers
John D. Hendrick
Kraig H. Kayser
Brian J. Lipke
Albert F. Myers
EXECUTIVE
COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee is composed solely of
independent, non-employee directors of the Company. The
Executive Compensation Committee is responsible for all elements
of executive compensation including base salary, management
profit sharing and other benefit programs for key executives.
The goals of the Company’s executive compensation program
are to:
1. Pay competitively to attract, retain and motivate
superior executives who must operate in a highly competitive and
technologically specialized environment;
2. Relate total compensation for each executive to
overall Company performance as well as individual
performance, and
3. Align executives’ performances and financial
interests with shareholder value.
It is the Company’s policy to consider the deductibility of
executive compensation under applicable income tax rules, as one
of many factors used to make specific compensation
determinations consistent with the goals of the Company’s
executive compensation program. Presently, Section 162(m)
of the Internal Revenue Code, relating to the nondeductibility
of individual annual executive compensation payments in excess
of $1 million, will not cause any compensation to be paid
by the Company to be nondeductible.
Salaries
Base salary ranges are developed after considering the
recommendations of professional compensation consultants who
conduct annual compensation surveys of similar companies. Base
salaries within these ranges are targeted to be above average
and competitive in relation to salaries paid for similar
positions in comparable companies. On an annual basis, the
Executive Compensation Committee reviews management
recommendations for executives’ salaries utilizing the
results of survey data for comparable executive positions.
Individual salary determinations within the established ranges
are made based on position accountabilities, experience,
sustained individual performance, overall Company performance,
and peer comparisons inside and outside the Company, with each
factor being weighed reasonably in relation to other factors.
8
Table of Contents
Management
Profit Sharing
Under the discretionary Management Profit Sharing Program, an
individual executive’s annual profit share is determined by
multiplying the base salary by the product of the Company’s
year-over-year percent improvement in diluted earnings per share
and a multiple which varies with the executive’s
accountabilities. The Company uses percent improvement in
earnings per share as the performance parameter because it is a
principal financial performance measurement used by share
investors and the general financial community.
The plan is intended to motivate executives toward the
achievement of goals which are directly aligned with shareholder
interests. Officers of the Company participate in this plan with
all other key executives. There have been fiscal years when
management has temporarily suspended payment under the
Management Profit Sharing Program or paid only a portion of the
amount calculated under the program. A management profit share
was awarded to executives for fiscal year 2005. Such profit
share, with the exception of officers providing an election to
defer receipt, was paid to executive officers on
December 2, 2005, the date the Executive Compensation
Committee established for payment.
Stock
Options
Stock option plans are used to align the long-term financial
interests of executives with those of shareholders.
The shareholders of the Company, on February 11, 1998,
approved a Stock Option Plan (“1998 Plan”) providing
for the grant of options which may be “Incentive Stock
Options” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, or non-qualified
stock options, or a combination of both, as determined by the
Stock Option Committee. The 1998 Plan, which will terminate on
December 31, 2007, covers a total of 2,025,000 shares
of the Company’s Class A common stock, $1.00 par
value, reserved for the grant of options to directors, officers,
and other key employees. The 1998 Plan provides that the option
price shall be at least equal to the fair market value of the
Company’s Class A common stock at the time of the
grant. The Plan is administered by the Stock Option Committee of
the Board of Directors, which is comprised of at least three
directors, each of whom is an independent Board member.
On February 5, 2003 the shareholders approved the 2003
Stock Option Plan (“2003 Plan”). The 2003 Plan is the
same in all material respects to the 1998 Plan described in the
preceding paragraph, with the exception that the 2003 plan
imposes a three year holding period requirement unless Moog
stock is used in payment of options exercised. The 2003 Plan
covers 1,350,000 Moog Class A shares and terminates
November 26, 2012.
During fiscal year 2005, Mr. Brady received options for
27,000 shares, and Messrs. Green, Maskrey, Banta and
Huckvale each received options for 20,250 shares, and all
executive officers and directors as a group received options for
a total of 270,222 shares. Of the options granted, options
for 229,722 shares have an exercise price of $28.01,
options for 20,250 shares have an exercise price of $28.89
and 20,250 shares have an exercise price of $26.65, and are
exercisable not less than one year and ending not more than ten
years after the date upon which they were granted. See
page 13 for table of Option Grants in Last Fiscal Year.
Other
Compensation Plans
In order that the total aggregated compensation package provided
executives meets the Company’s goals, executives receive
certain additional benefits as discussed on pages 13
through 16. These plans are comparable to those provided to
executives in companies surveyed by the Company’s
professional compensation consultants.
Compensation
of the Chief Executive Officer
The Executive Compensation Committee determines the Chief
Executive Officer’s salary and other compensation elements
based on performance. The salary is established within a salary
range recommended by an independent compensation consulting firm.
The Company continues to closely manage its business plans in
response to changing demands in a very competitive global
marketplace. The Company also continues to evaluate strategic
acquisitions to strengthen its market position. Management has
continued to improve overall financial performance.
9
Table of Contents
Mr. Brady has been Chief Executive Officer since 1988 and
Chairman since 1996. His dedicated leadership continues to be a
vital guiding force for the Company in meeting the challenges of
a diverse global business environment. His efforts not only have
resulted in improved Company performance during fiscal 2005, but
have also positioned the Company for continued success in the
future.
The Executive Compensation Committee believes that its actions
in 2005 have been consistent with and have effectively
implemented the Company’s overall compensation policies.
John D. Hendrick
Raymond W. Boushie
James L. Gray
Brian J. Lipke
Albert F. Myers
Raymond W. Boushie
James L. Gray
Brian J. Lipke
Albert F. Myers
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Hendrick, Boushie, Gray, Lipke and Myers served on
the Executive Compensation Committee during the past fiscal
year. The committee members have no interlocking relationships
required to be disclosed by SEC rules.
AUDIT
COMMITTEE REPORT
The Audit Committee consists solely of independent non-employee
directors in accordance with the standards of the New York Stock
Exchange. The Audit Committee meets at least quarterly. The
Board of Directors has adopted a written charter for the Audit
Committee. A copy of the charter can be found at the
Company’s internet address, www.moog.com.
In connection with the September 24, 2005 year end
financial statements, the Audit Committee met on
November 2, 2005 and November 29, 2005. In these
meetings the Audit Committee (1) reviewed and discussed the
audited financial statements with management including critical
accounting judgements, (2) discussed with the auditors the
matters required by Statement on Auditing Standards No. 61
and (3) received and discussed with the auditors the
matters required by Independence Standards Board Standard
No. 1. Based upon these reviews and discussions, the Audit
Committee recommended to the Board of Directors that the audited
financial statements be included in the Annual Report on
Form 10-K filed
with the SEC.
The Board of Directors has determined that each member of the
audit committee is a financial expert within the meaning of
applicable SEC rules.
Kraig H. Kayser
Raymond W. Boushie
James L. Gray
John D. Hendrick
Albert F. Myers
Raymond W. Boushie
James L. Gray
John D. Hendrick
Albert F. Myers
10
Table of Contents
STOCK
OPTION COMMITTEE REPORT
The Stock Option Committee consists of Messrs. Myers,
Boushie, Gray, Hendrick, and Lipke. The Stock Option Committee
is composed of independent, non-employee directors of the
Company. See the heading Stock Options on page 9 for
information on stock option plans and grants.
Albert F. Myers
Raymond W. Boushie
James L. Gray
John D. Hendrick
Brian J. Lipke
Raymond W. Boushie
James L. Gray
John D. Hendrick
Brian J. Lipke
COMPENSATION
OF DIRECTORS
Non-employee directors are paid $5,000 per quarter and
reimbursed for expenses incurred in attending Board and
committee meetings. The aggregate remuneration was $120,000 for
the fiscal year ended September 24, 2005.
The Company’s 1998 and 2003 Stock Option Plans provide that
options to purchase Class A shares may be granted to
non-employee directors of the Company. During fiscal year 2005,
Messrs. Boushie, Hendrick, Kayser, Gray, Lipke and Myers
each were granted options to purchase 1,537 Class A
shares at an exercise price per share equal to the fair market
value of a Class A share on the date of grant.
The Board of Directors recommends a vote “For” the
nominees for Class B directors and “For” the
nominee for Class A director.
11
Table of Contents
STOCK
PRICE PERFORMANCE GRAPH
2000 – 2005
2000 – 2005
The following graph compares the cumulative total shareholder
return on the Company’s Class A Common Stock with that
of the NYSE Composite Index, a major index of the New York Stock
Exchange and the S&P Aerospace/Defense Index, an industry
index published by Standard and Poor’s Corporation. The
comparison for each of the periods assumes that $100 was
invested on September 30, 2000 in each of the
Company’s Class A Common Stock, the stocks included in
the NYSE Composite Index and the S&P Aerospace/Defense
Index. These indices, which reflect formulas for dividend
reinvestment and weighting of individual stocks, do not
necessarily reflect returns that could be achieved by individual
investors.
COMPARISON
OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG MOOG INC., THE NEW YORK STOCK EXCHANGE (US) INDEX
AND THE S & P AEROSPACE & DEFENSE INDEX
AMONG MOOG INC., THE NEW YORK STOCK EXCHANGE (US) INDEX
AND THE S & P AEROSPACE & DEFENSE INDEX
| Cumulative Total Return | ||||||||||||||||||||||||||||
| 9/00 | 9/01 | 9/02 | 9/03 | 9/04 | 9/05 | |||||||||||||||||||||||
|
MOOG INC.
|
100.00 | 112.38 | 140.71 | 195.19 | 271.12 | 330.72 | ||||||||||||||||||||||
|
NYSE COMPOSITE (US)
|
100.00 | 81.49 | 80.65 | 96.88 | 126.59 | 163.06 | ||||||||||||||||||||||
|
S & P
AEROSPACE & DEFENSE
|
100.00 | 80.46 | 88.79 | 90.61 | 121.24 | 140.58 | ||||||||||||||||||||||
* $100 invested on 9/30/00 in stock or
index — including reinvestment of dividends.
12
Table of Contents
SUMMARY
COMPENSATION TABLE
The following tabulation shows information concerning the
compensation for services in all capacities to the Company for
the fiscal years ended September 24, 2005,
September 25, 2004 and September 27, 2003 of the Chief
Executive Officer and the other four most highly compensated
executive officers at September 24, 2005 (the “Named
Executives”).
|
Securities |
||||||||||||||||||||||||
| Annual Compensation |
Underlying |
All Other |
||||||||||||||||||||||
|
Salary |
Bonus |
Other |
Options |
Compensation |
||||||||||||||||||||
|
Name and Principal
Position
|
Year | ($) | ($) | ($) | (#) | ($)(1) | ||||||||||||||||||
|
Robert T. Brady
|
2005 | 714,506 | 125,970 | 13,831 | 27,000 | 13,363 | ||||||||||||||||||
|
Chairman of the Board,
|
2004 | 663,000 | 164,030 | 13,817 | 27,000 | 7,892 | ||||||||||||||||||
|
President, Chief Executive Officer
|
2003 | 582,748 | 80,917 | 13,719 | 27,000 | 97,892 | ||||||||||||||||||
|
Robert H. Maskrey
|
2005 | 560,851 | 101,356 | 11,658 | 20,250 | 721,267 | ||||||||||||||||||
|
Executive Vice President,
|
2004 | 493,516 | 120,944 | 9,181 | 20,250 | 8,902 | ||||||||||||||||||
|
Chief Operating Officer
|
2003 | 439,005 | 62,245 | 9,510 | 20,250 | 8,152 | ||||||||||||||||||
|
Joe C. Green
|
2005 | 504,015 | 91,426 | 6,450 | 20,250 | 8,080 | ||||||||||||||||||
|
Executive Vice President,
|
2004 | 471,760 | 115,705 | 6,448 | 20,250 | 7,482 | ||||||||||||||||||
|
Chief Administrative Officer
|
2003 | 405,501 | 59,339 | 6,448 | 20,250 | 6,269 | ||||||||||||||||||
|
Robert R. Banta
|
2005 | 459,656 | 82,543 | 9,071 | 20,250 | 7,334 | ||||||||||||||||||
|
Executive Vice President,
|
2004 | 421,008 | 104,038 | 12,047 | 20,250 | 6,751 | ||||||||||||||||||
|
Chief Financial Officer
|
2003 | 365,004 | 51,594 | 12,229 | 20,250 | 5,719 | ||||||||||||||||||
|
Stephen A. Huckvale
|
2005 | 400,352 | 90,171 | 19,609 | 20,250 | 826 | ||||||||||||||||||
|
Vice President
|
2004 | 376,125 | 91,228 | 20,052 | 20,250 | 826 | ||||||||||||||||||
| 2003 | 306,628 | 42,518 | 17,241 | 20,250 | 570 | |||||||||||||||||||
| (1) | Amounts shown for 2005 include $0, $1,500, $0, $0 and $0 representing Company matching contributions to the Company’s Savings and Stock Ownership Plan, $0, $711,506, $0, $0 and $0 for payments in lieu of vacation with Mr. Maskrey’s amount representing payment for unused vacation at retirement; and $13,363, $8,261, $8,080, $7,334 and $826 representing premiums on group life insurance, paid by the Company on behalf of Messrs. Brady, Maskrey, Green, Banta and Huckvale, respectively. |
OPTION
GRANTS IN LAST FISCAL YEAR
Shown below is information as to grants of stock options made
during the fiscal year ended September 24, 2005 to the
Named Executives.
|
Potential Realizable Value |
||||||||||||||||||||||||
| Individual Grants |
At Assumed Annual Rates |
|||||||||||||||||||||||
|
Number of |
% of Total |
Of Stock Price Appreciation |
||||||||||||||||||||||
|
Securities |
Options |
For Option Term($)(2) | ||||||||||||||||||||||
|
Underlying |
Granted to |
Exercise |
Assumed |
Assumed |
||||||||||||||||||||
|
Options |
Employees in |
Price Per |
Expiration |
Appreciation |
Appreciation |
|||||||||||||||||||
|
Name
|
Granted(1) | Fiscal Year | Share($) | Date | of 5% | of 10% | ||||||||||||||||||
|
Robert T. Brady
|
27,000 | 5.6 | % | 28.01 | 11/30/14 | 475,740 | 1,205,280 | |||||||||||||||||
|
Robert H. Maskrey
|
20,250 | 4.2 | % | 28.01 | 11/30/14 | 356,805 | 903,960 | |||||||||||||||||
|
Joe C. Green
|
20,250 | 4.2 | % | 28.01 | 11/30/14 | 356,805 | 903,960 | |||||||||||||||||
|
Robert R. Banta
|
20,250 | 4.2 | % | 28.01 | 11/30/14 | 356,805 | 903,960 | |||||||||||||||||
|
Stephen A. Huckvale
|
20,250 | 4.2 | % | 28.01 | 11/30/14 | 356,805 | 903,960 | |||||||||||||||||
| (1) | Only Class A stock options were granted in fiscal 2005. These options become exercisable in annual installments as follows: (a) Mr. Brady — 27,000 shares on November 30, 2010; (b) Mr. Maskrey — 20,250 shares on October 1, 2005 due to his retirement on that date; (c) Mr. Green — 20,250 shares on November 30, 2011 ; (d) Mr. Banta — 20,250 shares on November 30, 2012; (e) Mr. Huckvale — 20,250 shares on November 30, 2014. |
13
Table of Contents
| (2) | Potential realizable values are based on the assumed annual growth rates for the ten-year option term. A 5% annual growth rate for the options granted on November 30, 2004 would result in a stock price of $45.63 at the November 30, 2014 expiration date and a 10% annual growth rate would result in a stock price of $72.65 at the November 30, 2014 expiration date. The amounts set forth are not intended to forecast future appreciation, if any, of the stock price, which will depend on market conditions and the Company’s future performance and prospects. |
AGGREGATED
OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Shown below is information concerning exercises of options by
the Named Executives during fiscal year 2005 and the number and
value of their unexercised options at fiscal year-end. This
information includes options granted under the 1998 Stock Option
Plan, which was approved by shareholders in February, 1998 and
the 2003 Stock Option Plan approved by shareholders in February,
2003.
|
Value of |
||||||||||||||||||||
|
Unexercised |
||||||||||||||||||||
|
In-the-Money |
||||||||||||||||||||
|
Number of Securities |
Options |
|||||||||||||||||||
|
Shares Acquired |
Underlying Unexercised |
At Fiscal |
||||||||||||||||||
| On Exercise | Options at Fiscal Year-End | Year-End($) | ||||||||||||||||||
|
Value |
Class A |
Class A |
Class A |
|||||||||||||||||
|
Name
|
Class A | Realized($) | Exercisable | Unexercisable | Exercisable | |||||||||||||||
|
Robert T. Brady
|
–0– | –0– | 67,303 | 148,697 | 1,338,564 | |||||||||||||||
|
Robert H. Maskrey
|
13,346 | 321,099 | –0– | 114,071 | –0– | |||||||||||||||
|
Joe C. Green
|
–0– | –0– | 21,714 | 93,775 | 468,980 | |||||||||||||||
|
Robert R. Banta
|
–0– | –0– | –0– | 75,000 | –0– | |||||||||||||||
|
Stephen A. Huckvale
|
30,000 | 624,000 | 37,500 | 121,500 | 741,675 | |||||||||||||||
Mr. Maskrey retired as an Officer on October 1, 2005,
and as of that date the 114,071 Class A unexercisable
options became exercisable within twelve months of retirement.
EQUITY
COMPENSATION PLAN INFORMATION
The Company maintains the 1998 Stock Option Plan and 2003 Stock
Option Plan. Set forth below is information as of
September 24, 2005 regarding shares of Class A Common
stock that may be issued under the plans.
|
Number of Securities |
||||||||||||
|
Remaining Available |
||||||||||||
|
for Issuance Under |
||||||||||||
|
Number of Securities |
Equity |
|||||||||||
|
to be Issued Upon |
Weighted-Average |
Compensation Plans |
||||||||||
|
Exercise of |
Exercise Price of |
(Excluding |
||||||||||
|
Outstanding Options, |
Outstanding Options, |
Securities Reflected |
||||||||||
|
Plan Category
|
Warrants and Rights | Warrants and Rights | in Column(a) | |||||||||
|
(a) |
(b) |
(c) | ||||||||||
|
Equity Compensation Plans Approved
by Security Holders
|
1,889,143 | $ | 16.28 | 784,719 | ||||||||
EMPLOYEES’
RETIREMENT PLAN
Under the Company’s Employees’ Retirement Plan,
benefits are payable monthly upon retirement to participating
employees of the Company based upon compensation and years of
service and subject to limitations imposed by the Employee
Retirement Income Security Act of 1974 (“ERISA”). The
Employees’ Retirement Plan is administered by a Retirement
Plan Committee and covers all employees with one year of service
and a minimum of 1,000 hours of employment.
14
Table of Contents
Benefits payable under the Plan are determined on the basis of
compensation and credited years of service. It is a career
average plan. Effective January 1, 1998, Plan compensation
for prior service as of October 1, 1990, is the base annual
rate of pay, plus overtime pay and shift differential
compensation for calendar year 1989, or the base annual rate of
pay as of January 1, 1988, if higher.
Future service compensation is the basic annual rate of pay for
the preceding plan year plus overtime and shift differential
compensation, limited to $200,000 (as indexed) from
October 1, 2002 forward.
The prior service benefit is 1.15% of the first $20,000 of prior
service compensation, plus 1.75% of the excess, multiplied by
prior service, but not less than the accrued benefit as of
September 30, 1990, determined under the prior Plan.
The future service benefit for each year of credited service is
1.15% of the first $20,000 of future service compensation for
such year, plus 1.75% of the excess. Any participant with five
years or more of service receives a minimum pension of
$2,400 per year, reduced pro rata for credited service of
less than 15 years.
SUPPLEMENTAL
RETIREMENT PLAN
The Company also has a Supplemental Retirement Plan applicable
to eligible officers of the Company with at least 10 years
of continuous service upon retirement at age 65 or older.
The Supplemental Retirement Plan provides benefits for an
eligible officer who retires at age 65 with 25 years
of service equal to 65% of the average of the highest
consecutive three year base salary plus the highest annual
profit share paid within three years of such officer’s
retirement, less any benefits payable under the Employees’
Retirement Plan, and also less one-half the primary Social
Security benefit of such officer at age 65. An officer 60
or more years of age, whose combined chronological age and years
of service equal or exceed 90, may elect early retirement and
receive reduced benefits. A reduced benefit is available for
officers 65 years of age with between 10 and 25 years
of service.
A participant’s benefits are vested in the event of an
involuntary termination of employment other than for cause, as
defined in the Supplemental Retirement Plan. For purposes of the
Supplemental Retirement Plan, a change in duties,
responsibilities, status, pay or perquisites which follows a
change of control of the Company, as defined therein, is deemed
an involuntary termination.
The projected annual benefits, based on the last three years
compensation, payable at normal age 65 retirement for each
of the Named Executives under the Employees’ Retirement
Plan and the Supplemental Retirement Plan including one-half of
the estimated primary Social Security benefit are:
|
Projected Annual |
||||
|
Benefit |
||||
|
Payable At Normal |
||||
|
Name
|
Retirement Age | |||
|
Robert T. Brady
|
$ | 529,301 | ||
|
Robert H. Maskrey
|
421,286 | |||
|
Joe C. Green
|
371,758 | |||
|
Robert R. Banta
|
359,928 | |||
|
Stephen A. Huckvale
|
302,981 | |||
EMPLOYMENT
TERMINATION BENEFITS AGREEMENTS
Certain executive officers of the Company, including those named
in the Summary Compensation Table, have entered into Employment
Termination Benefits Agreements (the “Termination
Agreements”) with the Company.
The Termination Agreements provide that upon death, disability
or retirement, the executive will receive those benefits
provided to him by the Company under all its benefit plans.
Where employment is terminated for cause, as defined in the
Termination Agreements, the executive is entitled to the cash
equivalent of any unutilized vacation, but is not entitled to
participate in any profit share award or incentive compensation
payable after the date of
15
Table of Contents
termination. In such circumstances, the right to exercise any
stock options is also terminated. Upon a voluntary termination,
the executive receives employment benefits up to the date of
termination, as well as the cash value of any unutilized
vacation benefits and stock options that may be exercised. In
the event of a voluntary termination, the executive is not
entitled to receive any profit share award or incentive
compensation payable after termination.
Upon an involuntary termination other than for cause, the
executive is immediately vested under the Supplemental
Retirement Plan and is entitled to receive for one year, certain
perquisites and insurance benefits. The executive also receives
amounts otherwise payable under the Management Profit Sharing
Program. Stock options may be exercised, or if not then
exercisable, the executive is entitled to cash in an amount
equal to the difference between the then current market value of
the Company Common Stock underlying the option and the
option’s exercise price. The executive is entitled to the
cash value of unutilized vacation benefits, as well as to the
continuation of base compensation plus profit share and any
bonus for between 12 and 36 months, based on years of
service. Where involuntary termination occurs by reason of a
change of control of the Company, as defined in the Termination
Agreements, the executive receives the benefits otherwise
provided for an involuntary termination, with accelerated
vesting of compensation continuation.
During the term of the Termination Agreements, and in the event
of involuntary termination upon a change of control, until the
last payment to the executive is made under the Termination
Agreements, the executive may not compete with the Company.
DIRECTORS
AND OFFICERS INDEMNIFICATION INSURANCE
On November 1, 2005, the Company renewed an officers and
directors indemnification insurance policy written by The Chubb
Group. The renewal was for a one-year period at an annual
premium of $225,000. The policy provides indemnification
benefits and the payment of expenses in actions instituted
against any director or officer of the Company for claimed
liability arising out of their conduct in such capacities. No
payments or claims of indemnification or expenses have been made
under any such insurance policies purchased by the Company at
any time.
On November 30, 2004, the Board of Directors approved a new
form of indemnification agreements for officers, directors and
key employees, replacing a previous indemnification agreement
for officers and directors established in 1987. The new
indemnification agreement provides that officers, directors and
key employees will be indemnified for expenses, investigative
costs and judgements arising from threatened, pending or
completed legal proceedings. The form of the new indemnification
agreement was filed with the Securities and Exchange Commission
on Form 8-K on
December 1, 2004.
PROPOSAL 2 — SELECTION
OF INDEPENDENT AUDITORS
The Board of Directors, on recommendation of the Audit
Committee, has selected Ernst & Young LLP, an
independent registered public accounting firm, to continue as
independent auditors of the Company for fiscal year 2006.
Representatives of Ernst & Young LLP are expected to
attend the shareholders meeting, will be available to respond to
appropriate questions and will be given the opportunity to make
a statement if they so desire.
16
Table of Contents
AUDIT
FEES AND PRE-APPROVAL POLICY
The following table sets forth the fees incurred by the Company
related to the services of the Company’s principal
independent accountants, Ernst & Young for the fiscal
years ended September 24, 2005 and September 25, 2004:
|
Fiscal Year Ended |
Fiscal Year Ended |
|||||||
| September 24, 2005 | September 25, 2004 | |||||||
|
Audit Fees
|
$ | 2,407,206 | $ | 927,502 | ||||
|
Audit-Related Fees
|
23,000 | 35,605 | ||||||
|
Tax Fees
|
699,848 | 203,374 | ||||||
|
All Other Fees
|
0 | 10,955 | ||||||
|
Total
|
$ | 3,130,054 | $ | 1,177,436 | ||||
The Audit-Related Fees principally relate to the audits of
various U.S. benefit plans, as required. Tax Fees relate to
services associated with tax planning and compliance.
The Audit Committee pre-approves all auditing services and
permitted non-audit services (including the fees and terms
thereof) to be performed for the Company by its independent
auditor, subject to any de minimus exceptions described in
the Exchange Act which are approved by the Audit Committee prior
to the completion of the audit. The Audit Committee may form and
delegate authority to subcommittees consisting of one or more
members when appropriate, including the authority to grant
pre-approvals of audit and permitted non-audit services,
provided that decisions of such subcommittee to grant
pre-approvals shall be presented to the full Audit Committee at
its next scheduled meeting. None of the services described above
was approved by the Audit Committee under the de minimus
exception provided by SEC
Regulation S-X,
Rule 2-01
(c)(7)(i)(c).
The Board of Directors recommends a vote “FOR”
ratification of Ernst & Young LLP as auditors for
fiscal year 2006.
PROPOSALS OF
SHAREHOLDERS FOR 2007 ANNUAL MEETING
To be considered for inclusion in the proxy materials for the
2007 Annual Meeting of Shareholders, shareholder proposals must
be received by the Secretary of the Company prior to
August 15, 2006. Under the Company’s by-laws, if a
shareholder wishes to nominate a director or bring other
business before the shareholders at the 2007 Annual Meeting
without having a proposal included in the proxy statement for
that meeting, the shareholder must notify the Secretary of the
Company in writing between September 16, 2006 and
October 15, 2006, and the notice must contain the specific
information required by the Company’s by-laws. A copy of
the Company’s by-laws can be obtained without charge by
writing Moog’s Treasurer at the Company’s East Aurora
address.
Section 1.06 of the Company’s by-laws provides that
proposals may be properly brought before an annual meeting by a
shareholder of record (both at the time notice of the proposal
is given by the shareholder and as of the record date of the
annual meeting in question) of any shares of the Company
entitled to vote at the annual meeting if the shareholder
provides timely notice of the proposal to the Secretary of the
Company in accordance with the requirements of the by-laws. A
shareholder making a proposal at an annual meeting must be
present at such meeting in person, and the business brought
before an annual meeting must also be a proper matter for
shareholder action under the New York Business Corporation Law.
A shareholder’s notice to the Secretary of the Company must
set forth certain information regarding the shareholder and the
proposal, including the name and address of the shareholder, a
brief description of the business the shareholder desires to
bring before the annual meeting and the reasons for conducting
such business at such annual meeting, the class or series and
number of shares beneficially owned by the shareholder, the
names and addresses of other shareholders known to support such
proposal and any material interest of the shareholder in such
proposal.
17
Table of Contents
Section 1.06 further provides that nominations of
candidates for election as directors of the Company at any
annual meeting of shareholders may be made by a shareholder of
record (both at the time notice of such nomination is given by
the shareholder and as of the record date of the annual meeting
in question) of any shares of the Company entitled to vote at
the annual meeting for the election of directors if the
shareholder provides timely notice to the Secretary of the
Company in accordance with the requirements of the by-laws. A
shareholder may nominate a candidate for election as a director
only as to such class of director whose election the shareholder
would be entitled to vote thereon at an annual meeting of
shareholders. Any shareholder who desires to make a nomination
must be present in person at the annual meeting.
In addition to the information required in a notice of a
proposal, a notice to the Secretary with respect to nominations
must contain certain information regarding each proposed nominee
for director, including, the nominee’s name, age, business
and residence address, principal occupation, the class or series
and number of shares of the Company beneficially owned by the
nominee and a consent of the nominee to serve as a director, if
elected. The notice must also provide a description of any
arrangements or understandings between the nominating
shareholder and each nominee and such other information
concerning the nominee as required pursuant to the rules and
regulations promulgated under the Securities Exchange Act of
1934, as amended.
Further information regarding proposals or nominations by
shareholders can be found in Section 1.06 of the
Company’s By-Laws. If the Board of Directors or a
designated committee determines that any proposal or nomination
was not made in a timely fashion or fails to meet the
information requirements of Section 1.06 in any material
respect, such proposal or nomination will not be considered.
18
Table of Contents
OTHER
MATTERS
As of the date of this Proxy Statement, the Board of Directors
does not intend to present, and has not been informed that any
other person intends to present, any matter for action at this
meeting other than those specifically referred to in this Proxy
Statement. If other matters properly come before the meeting, it
is intended that the holders of the proxies will act with
respect thereto in accordance with their best judgment.
The cost of this solicitation of proxies will be borne by the
Company. The Company may request brokerage houses, nominees,
custodians and fiduciaries to forward soliciting material to the
beneficial owners of stock held of record, and will reimburse
such persons for any reasonable expense in forwarding the
material. In addition, officers, directors and employees of the
Company may solicit proxies personally or by telephone and will
not receive any additional compensation.
Copies of the 2005 Annual Report of the Company, which includes
the Company’s Annual Report on
Form 10-K for
fiscal 2005, are being mailed to shareholders, as are this Proxy
Statement, proxy card and Notice of Annual Meeting of
Shareholders. Additional copies may be obtained, without charge,
from the Treasurer of the Company, East Aurora, New York 14052.
By Order of the Board of Directors
John B. Drenning,
Secretary
| Dated: | East Aurora, New York |
December 9, 2005
19
Table of Contents
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1 AND 2. | Please Mark Here for Address Change or Comments |
o | |
| SEE REVERSE SIDE | |||
| 1. | Election of Director. | FOR | AGAINST | ABSTAIN | |||||||||||||
| CLASS A DIRECTOR TERM EXPIRING IN 2009 |
2. | Ratification of Ernst & Young LLP as auditors for the year 2006. | o | o | o | ||||||||||||
| FOR the nominee listed to the right |
WITHHOLD
AUTHORITY to vote for the nominee listed to the right |
01 James L. Gray |
3. |
In their discretion, the proxies are authorized to vote upon any other matters of business which may properly come before the meeting, or any adjournment(s) thereof. |
|||||||||||||
| o | o | ||||||||||||||||
| Dated:___________________________, 200_ | ||
| ______________________________________ | ||
| ______________________________________ | ||
| (Signature of Shareholder(s) | ||
| Please sign, date and return your voting card by 12/30/05 in the enclosed envelope which requires no postage. Please date and sign your name as the name appears on this proxy. Joint owners should each sign. If the signer is a corporation, please sign full name by duly authorized officer. Executors, administrators, trustees, etc. should give full title as such. | ||
| |
| Ù FOLD AND DETACH HERE Ù |
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and Telephone voting is available through
11:59 PM Eastern Time
the day prior to annual
meeting day.
Your Internet or Telephone vote authorizes the named proxies
to vote your shares in the same manner
as if you marked,
signed and returned your proxy card.
| http://www.proxyvoting.com/moga Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site. |
1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. |
Mail Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. |
If you vote your proxy by
Internet or by Telephone,
you do NOT need to mail
back your proxy card.
Table of Contents
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
JANUARY 11, 2006 AT 9:15 A.M.
ALBRIGHT-KNOX
ART
GALLERY
1285 ELMWOOD AVENUE, BUFFALO, NEW YORK
CLASS A SHARES
The undersigned hereby directs Richard A. Aubrecht,
Robert T. Brady and John B. Drenning, and each of them,
attorneys and proxies each with full power of substitution
to vote all shares of Class A common stock of MOOG INC. held
by the undersigned and entitled to vote at the Annual
Meeting of Shareholders to be held on January 11, 2006, and
at all adjournments thereof, in the transaction of such
business as may properly come before the meeting, and
particularly the matters stated on the reverse side of this
card in accordance with and as more fully described in the
accompanying Proxy Statement.
It is understood that this proxy may be revoked at any
time insofar as it has not been exercised and that the
shares may be voted in person if the undersigned attends the
meeting.
THE CLASS A SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED ON THE REVERSE SIDE OF THIS CARD, OR IF NO
DIRECTION IS GIVEN, THEY WILL BE VOTED FOR THE NOMINEE
LISTED IN ITEM 1 AND FOR ITEM 2.
(See Reverse)
| Address Change/Comments (Mark the corresponding box on the reverse side) |
|
|
| Ù FOLD AND DETACH HERE Ù |
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday,
January 11, 2006
9:15 a.m.
Albright-Knox Art Gallery
1285 Elmwood Avenue
Buffalo, New
York
Table of Contents
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1 AND 2. | Please Mark Here for Address Change or Comments |
o | |
| SEE REVERSE SIDE | |||
| 1. | Election of Directors. | FOR | AGAINST | ABSTAIN | |||||||||||||
| CLASS B DIRECTORS TERMS EXPIRING IN 2009 |
2. | Ratification of Ernst & Young LLP as auditors for the year 2006. | o | o | o | ||||||||||||
| FOR all nominees listed to the right (except as marked to the contrary below) |
WITHHOLD AUTHORITY to vote for all nominees listed to the right |
01 Richard A. Aubrecht 02 John D. Hendrick 03 Brian J. Lipke |
3. |
In their discretion, the proxies are authorized to vote upon any other matters of business which may properly come before the meeting, or any adjournment(s) thereof. |
|||||||||||||
| o | o | ||||||||||||||||
| To withhold authority for any individual nominee, please write his name in the space provided below. | |||||||||||||||||
| Dated:____________________________, 200_ | ||
| ______________________________________ | ||
| ______________________________________ | ||
| (Signature of Shareholder(s) | ||
| Please sign, date and return your voting card by 12/30/05 in the enclosed envelope which requires no postage. Please date and sign your name as the name appears on this proxy. Joint owners should each sign. If the signer is a corporation, please sign full name by duly authorized officer. Executors, administrators, trustees, etc. should give full title as such. | ||
| |
| Ù FOLD AND DETACH HERE Ù |
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and Telephone voting is available through
11:59 PM Eastern Time
the day prior to annual
meeting day.
Your Internet or Telephone vote authorizes the named proxies
to vote your shares in the same manner
as if you marked,
signed and returned your proxy card.
| http://www.proxyvoting.com/mogb Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site. |
1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. |
Mail Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. |
If you vote your proxy by
Internet or by Telephone,
you do NOT need to mail
back your proxy card.
Table of Contents
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
JANUARY 11, 2006 AT 9:15 A.M.
ALBRIGHT-KNOX
ART
GALLERY
1285 ELMWOOD AVENUE, BUFFALO, NEW YORK
CLASS B SHARES
The undersigned hereby directs HSBC Bank USA, Trustee of
the MOOG INC. Savings & Stock Ownership Plan, to vote all
shares of Class B common stock of MOOG INC. held for the
benefit of the undersigned and entitled to vote at the
Annual Meeting of Shareholders to be held on January 11,
2006, and at all adjournments thereof, in the transaction of
such business as may properly come before the meeting, and
particularly the matters stated on the reverse side of this
card, all in accordance with and as more fully described in
the accompanying Proxy Statement.
The Class B shares represented by this proxy will be
voted as directed on the reverse side of this card, or if no
direction is given, they will be voted by the Trustee as
directed by the Investment Committee of the Plan. Your vote
will be kept confidential.
(See Reverse)
| Address Change/Comments (Mark the corresponding box on the reverse side) |
|
|
| Ù FOLD AND DETACH HERE Ù |
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday,
January 11, 2006
9:15 a.m.
Albright-Knox Art Gallery
1285 Elmwood Avenue
Buffalo, New
York
Table of Contents
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1 AND 2. | Please Mark Here for Address Change or Comments |
o | |
| SEE REVERSE SIDE | |||
| 1. | Election of Directors. | FOR | AGAINST | ABSTAIN | |||||||||||||
| CLASS B DIRECTORS TERMS EXPIRING IN 2009 |
2. | Ratification of Ernst & Young LLP as auditors for the year 2006. | o | o | o | ||||||||||||
| FOR all nominees listed to the right (except as marked to the contrary below) |
WITHHOLD AUTHORITY to vote for all nominees listed to the right |
01 Richard A. Aubrecht 02 John D. Hendrick 03 Brian J. Lipke |
3. |
In their discretion, the proxies are authorized to vote upon any other matters of business which may properly come before the meeting, or any adjournment(s) thereof. |
|||||||||||||
| o | o | ||||||||||||||||
| To withhold authority for any individual nominee, please write his name in the space provided below. | |||||||||||||||||
| Dated:___________________________, 200_ | ||
| ______________________________________ | ||
| ______________________________________ | ||
| (Signature of Shareholder(s) | ||
| Please sign, date and return your voting card by 12/30/05 in the enclosed envelope which requires no postage. Please date and sign your name as the name appears on this proxy. Joint owners should each sign. If the signer is a corporation, please sign full name by duly authorized officer. Executors, administrators, trustees, etc. should give full title as such. | ||
| |
| Ù FOLD AND DETACH HERE Ù |
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and Telephone voting is available through
11:59 PM Eastern Time
the day prior to annual
meeting day.
Your Internet or Telephone vote authorizes the named proxies
to vote your shares in the same manner
as if you marked,
signed and returned your proxy card.
| http://www.proxyvoting.com/mogb Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site. |
1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. |
Mail Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. |
If you vote your proxy by
Internet or by Telephone,
you do NOT need to mail
back your proxy card.
Table of Contents
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
JANUARY 11, 2006 AT 9:15 A.M.
ALBRIGHT-KNOX
ART
GALLERY
1285 ELMWOOD AVENUE, BUFFALO, NEW YORK
CLASS B SHARES
The undersigned hereby directs Richard A. Aubrecht,
Robert T. Brady and John B. Drenning, and each of them,
attorneys and proxies each with full power of substitution
to vote all shares of Class B common stock of MOOG INC. held
by the undersigned and entitled to vote at the Annual
Meeting of Shareholders to be held on January 11, 2006, and
at all adjournments thereof, in the transaction of such
business as may properly come before the meeting, and
particularly the matters stated on the reverse side of this
card in accordance with and as more fully described in the
accompanying Proxy Statement.
It is understood that this proxy may be revoked at any
time insofar as it has not been exercised and that the
shares may be voted in person if the undersigned attends the
meeting.
THE CLASS B SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED AS DIRECTED ON THE REVERSE SIDE OF THIS CARD, OR IF NO
DIRECTION IS GIVEN, THEY WILL BE VOTED FOR THE NOMINEES
LISTED IN ITEM 1 AND FOR ITEM 2.
(See Reverse)
| Address Change/Comments (Mark the corresponding box on the reverse side) |
|
|
| Ù FOLD AND DETACH HERE Ù |
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday,
January 11, 2006
9:15 a.m.
Albright-Knox Art Gallery
1285 Elmwood Avenue
Buffalo, New
York
Table of Contents
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1 AND 2. | Please Mark Here for Address Change or Comments |
o | |
| SEE REVERSE SIDE | |||
| 1. | Election of Director. | FOR | AGAINST | ABSTAIN | |||||||||||||
| CLASS A DIRECTOR TERM EXPIRING IN 2009 |
2. | Ratification of Ernst & Young LLP as auditors for the year 2006. | o | o | o | ||||||||||||
| FOR the nominee listed to the right |
WITHHOLD
AUTHORITY to vote for the nominee listed to the right |
01 James L. Gray |
3. |
In their discretion, the proxies are authorized to vote upon any other matters of business which may properly come before the meeting, or any adjournment(s) thereof. |
|||||||||||||
| o | o | ||||||||||||||||
| Dated:____________________________, 200_ | ||
| _____________________________________ | ||
| ______________________________________ | ||
| (Signature of Shareholder(s) | ||
| Please sign, date and return your voting card by 12/30/05 in the enclosed envelope which requires no postage. Please date and sign your name as the name appears on this proxy. Joint owners should each sign. If the signer is a corporation, please sign full name by duly authorized officer. Executors, administrators, trustees, etc. should give full title as such. | ||
| |
| Ù FOLD AND DETACH HERE Ù |
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and Telephone voting is available through
11:59 PM Eastern Time
the day prior to annual
meeting day.
Your Internet or Telephone vote authorizes the named proxies
to vote your shares in the same manner
as if you marked,
signed and returned your proxy card.
| http://www.proxyvoting.com/moga Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site. |
1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. |
Mail Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. |
If you vote your proxy by
Internet or by Telephone,
you do NOT need to mail
back your proxy card.
Table of Contents
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
JANUARY 11, 2006 AT 9:15 A.M.
ALBRIGHT-KNOX
ART
GALLERY
1285 ELMWOOD AVENUE, BUFFALO, NEW YORK
CLASS A SHARES
The undersigned hereby directs HSBC Bank USA, Trustee of
the MOOG INC. Savings & Stock Ownership Plan, to vote all
shares of Class A common stock of MOOG INC. held for the
benefit of the undersigned and entitled to vote at the
Annual Meeting of Shareholders to be held on January 11,
2006, and at all adjournments thereof, in the transaction of
such business as may properly come before the meeting, and
particularly the matters stated on the reverse side of this
card, all in accordance with and as more fully described in
the accompanying Proxy Statement.
The Class A shares represented by this proxy will be
voted as directed on the reverse side of this card, or if no
direction is given, they will be voted by the Trustee as
directed by the Investment Committee of the Plan. Your vote
will be kept confidential.
(See Reverse)
| Address Change/Comments (Mark the corresponding box on the reverse side) |
|
|
| Ù FOLD AND DETACH HERE Ù |
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday,
January 11, 2006
9:15 a.m.
Albright-Knox Art Gallery
1285 Elmwood Avenue
Buffalo, New
York