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 15, 2017
 
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))
















Item 5.07
Submission of Matters to a Vote of Security Holders

(a)
The Company’s Annual Meeting of Shareholders was held on February 15, 2017 (the "2017 Annual Meeting").

(b)
The following matters were submitted to a vote of security holders at the 2017 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
Kraig H. Kayser
(term expiring 2020)
 
2,868,148
 
93,882
 
161,563
Class B
Brenda L. Reichelderfer
(term expiring 2020)
 
3,794,930
 
84,317
 
258,592
John R. Scannell
(term expiring 2020)
 
3,789,991
 
89,256
 
258,592

The terms of the following directors continued after the 2017 Annual Meeting: Richard A. Aubrecht, Donald R. Fishback, and William G. Gisel, Jr. (Class B directors through 2018); Peter J. Gundermann (Class B director through 2019); R. Bradley Lawrence (Class A director through 2019); and Brian J. Lipke (Class A director through 2018).

(ii)
The Company’s Class A shareholders and Class B shareholders, voting together as a single class, approved the Moog Inc. Employee Stock Purchase Plan based on the following votes:
For, 6,781,337; Against, 50,914; Abstain, 9,026; Broker Non-Votes, 420,155.

(iii)
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 2017 fiscal year based on the following votes:
For, 7,099,036; Against, 108,823; Abstain, 53,573.










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 21, 2017
By:
/s/ Donald R. Fishback
 
 
 
Name:
Donald R. Fishback
 
 
 
 
Vice President,
 
 
 
 
Chief Financial Officer