MOOG INC. (NYSE:MOG.A) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 14, 2018, the Board of Directors of Moog Inc. (the “Company”) adopted Amendment No. 1 (the “Amendment”) to the By-Laws of the Company (the “By-Laws”). The Amendment, which is effective immediately, added the following language to the By-Laws as a new Article XIV:
ARTICLE XIV
EXCLUSIVE FORUM
Section 14.01. EXCLUSIVE FORUM. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising to any provision of the New York Business Corporation Law or the Certificate of Incorporation or these By-Laws (as either may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine, shall be a state court located within the County of Erie in the State of New York (or, if no state court located within the County of Erie in the State of New York has jurisdiction, the U.S. District Court for the Western District of New York (Buffalo Division)).
Amendment No. 1 to the By-Laws is set forth in Exhibit 3.1 hereto and is incorporated herein by reference
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Item 5.07 |
Submission of Matters to a Vote of Security Holders |
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(a) |
The Company’s Annual Meeting of Shareholders was held on February 14, 2018 (the "2018 Annual Meeting"). |
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(b) |
The following matters were submitted to a vote of security holders at the 2018 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:
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Nominee |
For |
Authority Withheld |
Broker Non-Votes |
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Class B |
|||
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Donald R. Fishback (term expiring 2021) |
3,726,008 |
74,055 |
277,977 |
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William G. Gisel, Jr. (term expiring 2021) |
3,725,376 |
74,687 |
277,977 |
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Brian J. Lipke (term expiring 2021) |
3,720,656 |
79,407 |
277,977 |
The terms of the following directors continued after the 2018 Annual Meeting:
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Name |
Expiration of Term |
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Class B |
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Peter J. Gundermann |
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Brenda L. Reichelderfer |
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John R. Scannell |
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Class A |
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Kraig H. Kayser |
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R. Bradley Lawrence |
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(ii) |
The Company’s Class A shareholders and Class B shareholders, voting together as a single class in a non-binding advisory vote, approved the compensation of the Company's named executive officers based on the following votes: |
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For |
Against |
Abstain |
Broker Non-Votes |
|
6,448,496 |
174,742 |
158,777 |
426,439 |
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(iii) |
The Company’s Class A shareholders and Class B shareholders, voted together as a single class in a non-binding advisory vote on the frequency of the shareholder advisory vote on executive compensation.The advisory vote was as follows: |
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One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes |
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2,447,005 |
149,381 |
4,021,523 |
164,106 |
426,439 |
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(iv) |
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 2018 fiscal year based on the following votes: |
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For |
Against |
Abstain |
Broker Non-Votes |
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7,053,446 |
117,737 |
37,158 |
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(d) |
At the 2018 Annual Meeting, our shareholders cast the greatest number of advisory votes in favor of “three years” as the frequency of future advisory votes on the compensation of the Company’s named executive officers.In light of this advisory vote, which was consistent with the recommendation of the Board of Directors on the matter, the Company will include an advisory vote on the compensation of its named executive officers in its proxy materials every three years until the next required vote on the frequency of such advisory vote.The next such required vote is at the Company’s 2024 Annual Meeting. |
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Item 9.01 |
Financial Statements and Exhibits |
(d)Exhibits.
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3.1 |
Amendment No. 1 to the By-Laws of the Company. |
MOOG INC. ExhibitEX-3.1 2 a31.htm EX – 3.1 Exhibit Exhibit AAMENDMENT NO. 1 TO THE BY-LAWS OFMOOG INC.The By-Laws of Moog Inc. are hereby amended,…To view the full exhibit click here
About MOOG INC. (NYSE:MOG.A)
Moog Inc. is a designer, manufacturer and integrator of precision motion and fluid controls and systems for a range of applications in aerospace and defense and industrial markets. The Company has five segments: Aircraft Controls, Space and Defense Controls, Industrial Systems, Components and Medical Devices. Its Aircraft Controls segment designs, manufactures and integrates primary and secondary flight controls for military and commercial aircraft, and provides aftermarket support. Its Space and Defense Controls segment provides controls for satellites, space vehicles, launch vehicles, armored combat vehicles, tactical and strategic missiles, security and surveillance and other defense applications. Its Industrial Systems segment serves a global customer base across various markets. Its Components segment offers slip rings, fiber optic rotary joints, motors, sensors and handpieces product line. Its Medical Devices segment focuses on infusion therapy and enteral clinical nutrition.
