Moog (MOG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on February 10, 2026, with shareholders voting on the election of three directors and the ratification of KPMG LLP as the independent auditor for fiscal 2026.

• The company operates under a dual-class stock structure, with Class A and Class B shares having different voting rights and director election privileges.

• Fiscal 2025 saw record sales of $3.9 billion, a 7% increase over the prior year, with strong performance in aerospace and defense.

• The company emphasizes sustainability, human capital management, and robust corporate governance.

Voting matters and shareholder proposals

• Shareholders will vote to elect one Class A director and two Class B directors, with terms expiring in 2028 and 2029.

• Ratification of KPMG LLP as the new independent auditor for fiscal 2026 is on the agenda, following a competitive selection process and the dismissal of EY.

• Shareholder proposals for the 2027 annual meeting must be submitted by August 21, 2026.

Board of directors and corporate governance

• The board consists of nine members, with seven classified as independent.

• The board has a diverse mix of skills, including senior leadership, finance, risk management, and industry expertise.

• Leadership roles of Chairman and CEO are currently separated.

• All board committees, except the Executive Committee, are composed entirely of independent directors.

• The Nominating and Governance Committee oversees director nominations and ESG efforts.