MOOG INC.
For the period ended Feb 10, 2026. Filed Dec 19, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 10, 2026 · Filed Dec 19, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantn
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| n | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Moog Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| n | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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TABLE OF CONTENTS
| Notice of Annual Meeting of Shareholders | 1 |
|---|---|
| General Information | 2 |
| Record Date and Outstanding Shares | 2 |
| Statement Regarding Moog's Dual-Class Stock | 3 |
| Voting Rights and Instructions | 3 |
| Proposal 1 - Election of Directors | 4 |
| Nominees for Election as Directors at the Annual Meeting | 5 |
| Directors With Terms Continuing Beyond the Annual Meeting | 6 |
| Board Skills Matrix | 7 |
| Corporate Governance | 8 |
| Compensation of Directors | 15 |
| 2025 Director Compensation | 15 |
| Compensation Discussion and Analysis | 17 |
| Introduction | 17 |
| Executive Summary | 17 |
| Compensation Philosophy and Objectives | 18 |
| Roles and Governance | 19 |
| Market Assessment | 19 |
| Competitive Analysis of Total Direct Compensation | 20 |
| Principal Elements of the Executive Compensation Program | 21 |
| Other Benefits and Perquisites | 22 |
| The Process Used to Determine Compensation | 23 |
| Risk Review | 25 |
| The Executive Compensation Committee Report | 26 |
| Compensation of Executive Officers | 27 |
| Distinguishing “Awarded” Pay from “Reported” Pay in 2025 | 27 |
| 2025 Summary Compensation Table | 28 |
| 2025 Grants of Plan-Based Awards | 30 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 31 |
| 2025 Option Exercises and Stock Vested | 33 |
| Determination Regarding Absence of Erroneously Awarded Compensation | 34 |
| Equity Compensation Plan Information | 35 |
| Pension Benefits | 36 |
| U.S. Pension Benefits | 36 |
| Non-U.S. Pension Benefits | 38 |
| 2025 Pension Benefits Table | 39 |
| 2025 Non-Qualified Deferred Compensation | 39 |
| Potential Payments Upon Termination or Change in Control | 40 |
| CEO Pay Ratio | 43 |
| Pay Versus Performance | 44 |
| Directors and Officers Indemnification Insurance | 48 |
| Audit Committee Report | 49 |
| Audit Fees and Pre-Approval Policy | 50 |
| Proposal 2 - Ratification of Independent Registered Public Accounting Firm | 51 |
| Sustainability | 52 |
| Security Ownership of Certain Beneficial Owners and Management | 54 |
| Principal Shareholders | 54 |
| Directors and Executive Officers | 55 |
| Delinquent Section 16(a) Reports | 56 |
| Proposals of Shareholders for 2027 Annual Meeting | 57 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.