NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of MOOGMoog Inc. will be held in the Auditorium of the Albright-Knox Art Gallery, 1285 Elmwood Avenue, Buffalo, New York, on Wednesday, January 7, 2009,11, 2012, at 9:15 a.m., for the following purposes:

The Board of Directors has fixed the close of business on November 26, 200830, 2011 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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 7, 2009:

This proxy statement is available at http://www.moog.com/Home/Investors/Proxies and the enclosed 20082011 Annual Report to Shareholders is available at http://www.moog.com/Home/Investors/Annual Report.

This Proxy Statement is furnished to shareholders of record on November 26, 200830, 2011 by the Board of Directors of MOOGMoog Inc. (the “Company”), in connection with the solicitation of proxies for use at the Annual Meeting of Shareholders on Wednesday, January 7, 2009,11, 2012, 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 8, 2008.

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,in accordance with the electionrecommendations of directors and “FOR” Proposal 2, the ratificationBoard of Ernst & Young LLP as independent auditors for the fiscal year 2009.

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.

The Board of Directors has fixed the close of business on November 26, 200830, 2011 as the record date for determining the holders of common stock entitled to notice of and to vote at the meeting. On November 26, 2008,30, 2011, the Company had outstanding and entitled to vote, a total of 38,720,04841,203,483 shares of Class A common stock (“Class A shares”) and 4,505,2194,429,905 shares of Class B common stock (“Class B shares”). Holders of a majority of each of the Class A and Class B shares issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at the meeting.

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 directordirectors and the Class B directors will be elected by a plurality of the votes cast by the respective class. The ratification of the auditors, the non-binding advisory vote on executive compensation and the other matters submitted to the meeting that would not require a separate class vote by law may be adopted by a majority of the Class A and Class B votes cast in favor or against the proposal, a quorum of 19,360,025holders of 22,816,695 votes of Class A shares and 2,252,611 Class B shares being present.

Shares held in a brokerage account or by another nominee are considered held in “street name” by the shareholder. A broker or nominee holding shares for a shareholder in “street name” may not vote on matters relating to the 2009 fiscal year. Votes withheldelection of directors unless the broker or nominee receives specific voting instructions from the shareholder. As a result, absent specific instructions, brokers or nominees may not vote a shareholder’s shares on Proposal 1, the election of directors, and such shares will be considered “broker non-votes” for such proposal. Broker non-votes in connection with the election of one or more nominees for director will not be counted and will have no effect.

The only persons known by the Company to own beneficially more than five percent of the outstandingClass A shares of either class of the voting common stock of the Companyor Class B shares as of November 26, 200830, 2011 are set forth below.

The Moog Family Agreement as to Voting is an Agreement among certain relatives of the late Jane B. Moog and includesincluding herson-in-law, Richard A. Aubrecht. The Agreement relates to 151,734152,640 Class A shares and 253,065181,523 Class B shares, owned of record or beneficially by members of the Moog family who are party to the Agreement, as well as 109,713122,582 Class A shares and 93,56992,263 Class B shares held by Richard A. Aubrecht, exclusive of currently exercisable options. EachAubrecht. Those relatives who were a party to the Agreement granted an irrevocable proxy covering all or some of 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 fourtwo-thirds of itsthe committee 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 election to terminate the Agreement.

During the 2011 fiscal year, 2008, 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. The sale of Class A shares in January, 2008 was reported on Form 

4 by Jay K. Hennig, a Vice President, the sale of Class A shares in February, 2008 was reported on Form 4 by Richard A. Aubrecht, a Vice President, and the sale of Class A shares in August, 2008 was reported on Form 4 by Harald A. Seiffer, a Vice President.

The Board of Directors is comprised of two classes of directors, Class A directors and Class B directors, elected by holders of Class A shares and holders of Class B shares, respectively. Within each class of directors there exist three subclasses, such that one of the three classessubclasses of the Boardthat class of Directors of the Companydirectors is elected annually to serve a three-year term. Four

Five 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 threefour of whom are to be Class B directors elected by the holders of the outstanding Class B shares. The Class A nominee and the Class BFour nominees will be elected to hold office until 2012,2015 and one nominee will be elected to hold office until 2014, 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 nomineenominees named onin the next page,following table, and Class B shares for the election of the Class B nominees named onin the next page,following table, 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.

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 20092012 Annual Meeting of Shareholders, and Named Executives, including their beneficial ownership of equity securities as of November 26, 2008,30, 2011, is set forth onin the next page.following table. John D. Hendrick, currently a Class B director whose term expires at the 2011 Annual Meeting of Shareholders, is not standing for reelection as a director, in accordance with the Company’s Board policy. 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 stock appreciation rights, or SARs, or options whichor SARs that become exercisable within 60 days of November 26, 2008.

The Company’s current Board members share certain characteristics, experience and skills that are critical to effective board membership. These include sound business judgment essential to intelligent and effective decision-making; experience at the policy-making level; relevant educational background; integrity and honesty and the ability to work collaboratively. Furthermore, board members have specific employment and leadership experiences, knowledge and skills that qualify them to serve on the Board, as described in their biographies.

All of the nominees except Mr. GundermannMessrs. Gisel and Scannell have previously served as directors and have been elected as directors at prior annual meetings. The nomination of Mr. Gundermann was recommended by Mr. Brady, the Company’s President and Chief Executive Officer.

Our Board of Directors and management are committed to effective corporate governance practices. Our Corporate Governance Guidelines describe the governance principles and procedures by which the Board functions. The Board annually reviews the Corporate Governance Guidelines and the Board committee charters in response to corporate governance developments, including regulatory changes, and recommendations by directors in connection with Board and committee evaluations.

Our Corporate Governance Guidelines and our Board committee charters are available on our website atwww.moog.comby selectingInvestorsand thenCorporate Governance. Stockholders may request a free printed copy of our Corporate Governance Guidelines from our Investor Relations department by contacting them by telephone at(716) 687-4225 or bye-mail toinvestorrelations@moog.com. atinvestorrelations@moog.com.

We have a written code of business ethics and conduct which applies to all directors, officers and employees. Our Statement of Business Ethics is available on our website atwww.moog.comby selectingInvestorsand thenCorporate Governance. Stockholders may request a free printed copy of our Statement of Business Ethics from our Investor Relations department by contacting them by telephone at(716) 687-4225 or bye-mail at toinvestorrelations@moog.com.

The Board of Directors has provided a process by 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, The Guaranty Building, 140 Pearl Street, Suite 100, Buffalo, New York 14202. Mr. Drenning will review and communicate pertinent inquiries to the Board or, if requested, the non-management directors as a group.

Under the independence standards set forth at 303A.02(b) of the New York Stock Exchange Listed Company Manual, the Board of Directors has affirmatively determined that thenon-management directors consisting of Messrs. Raymond W. Boushie, James L. Gray, John D. Hendrick, Kraig H. Kayser, Brian J. Lipke, Robert H. Maskrey, and Albert F. Myers are independent and Robert R. Banta and Peter J. Gundermann alsonon-management directors are not independent directors.independent. Under these standards, the Board has also determined that all Board standing committees, other than the Executive Committee, are composed entirely of independent directors.

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. The chairpersons of the Executive Compensation and Nominating and Governance committees willCommittees rotate as Presiding Director at these executive sessions.

The Audit Committee meets with the Company’s independent auditors in regularly scheduled executive sessions, with the Audit Committee chairperson presiding over such sessions.

During the 2011 fiscal year, 2008, the Board of Directors held fourfive meetings. The following are the standing committees of the Board of Directors and the number of meetings each committee held during the last2011 fiscal year:

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. 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 20082011 Annual Shareholders Meeting.

Related Party Transactions

We use a combination of Company policies and established review procedures, including adherence to New York Stock Exchange Listing standards, to ensure related party transactions are reviewed, approved and ratified, as appropriate. We do not maintain these policies and procedures under a single written policy.

The Corporate Governance and Nominating Committee is responsible for developing, recommending and reviewing annually the Board of Directors Corporate Governance Guidelines to comply with state and federal laws and regulations, and with New York Stock Exchange Listing Standards. The Board of Directors is further required to meet the independence standards set forth in the New York Stock Exchange Listed Company Manual. The Audit Committee overseesis responsible for the integrityreview, approval or ratification of any related party transactions as noted in the “Compliance Oversight

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Responsibilities” section of the financial reporting process,Charter of the independent auditorAudit Committee of the Board of Directors. Our Statement of Business Ethics, which applies to all directors, officers and employees, provides guidance on matters such as conflicts of interest and procurement integrity, among others.

We require that each director and officer complete a questionnaire annually. The questionnaire requires positive written affirmation regarding related party transactions that may constitute a conflict of interest, including: any transaction or proposed transaction in excess of $120,000 involving the director or officer or an immediate family member and the internal audit functionCompany, a subsidiary or any pension or retirement savings plan; any indebtedness to the Company; dealings with competitors, suppliers or customers; any interest in real or personal property in which the corporation also has an interest; and the potential sale of any real or personal property or business venture or opportunity that will be presented to the Company for consideration. We review each questionnaire to identify any transactions or relationships that may constitute a conflict of interest, require disclosure, or affect an independence determination. Any such transactions with the directors, officers, their immediate family members or any 5% shareholder are reviewed by the Audit Committee, and when necessary, the full Board of Directors. These reviews are intended to ensure any such transactions are conducted on terms as fair as if they were on an arm’s length basis and do not conflict with the director’s or officer’s responsibilities to the Company.

For situations in which it is either clear that a conflict of interest exists or there is a potential conflict of interest, the related director or officer is obligated to recuse him from any discussion on the business arrangement. That director or officer does not participate in approving or not approving the related transaction. The Executive Committee, between meetingsremaining members 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. make those determinations.

The Executive CompensationAudit 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 incentive plans of the Company and recommends to the Board of Directors proposed recipientsreview transactions involving directors and/or officers that either clearly represent or may represent a conflict of stock options and stock appreciation rights. The Nominating and Governanceinterest. They determine whether these transactions are on terms as fair as if the transactions were on an arm’s length basis. In situations in which the Audit Committee evaluates and recommends candidates for theor Board of Directors determine that a transaction is not on terms as fair as if it were on an arm’s length basis, the transaction would be modified such that the transaction were as fair as if it were on an arm’s length basis. The Audit Committee and oversees governance matters.

Current directors and/orand director nominees of the Company are presently serving or have served at any time during the past five years on the following boards of directors of other publicly traded companies:

The Company’s internet address iswww.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 Statement of Business 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 department by calling(716) 687-4225.687-4225 or by email toinvestorrelations@moog.com.

The Nominating and Governance Committee is composed solely of independent directors. The Committeedirectors, and 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 maywill 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 boardBoard that candidate’s election.

The Nominating and Governance Committee does not have a formal written policy with regard to considering diversity in identifying nominees for directors, but, when considering director candidates, it seeks individuals with backgrounds and skills that, when combined with those of the Company’s other directors, bring a broad range of complementary skills, expertise, industry and regulatory knowledge, and diversity of perspectives to build a capable, responsive and effective Board. Diversity considerations for a director nominee may vary at any time according to the particular area of expertise being sought to complement the existing Board composition.

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 December 3, 2008November 30, 2011 and nominated Messrs. Aubrecht, Gundermann, HendrickGisel, Lipke and LipkeScannell for election at the 20092012 Annual Meeting.

The Audit Committee is responsible for assisting the Board of Directors in monitoring the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the Company’s internal audit function and the independent auditor. The Audit Committee has the sole authority to retain and terminate the independent auditor and is directly responsible for the compensation and oversight of the work of the independent auditor. The independent auditor reports directly to the Audit Committee. The Audit Committee reviews and discusses with management and the independent auditor the annual audited and quarterly financial statements, (including the specific disclosures in the Company’s annual and quarterly reports under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), critical accounting policies and practices used by the Company, the Company’s internal control over financial reporting, and the Company’s major financial risk exposures.

The Stock Option Committee is responsible for approving stock incentive awards to executive officers and key employees. The Stock Option Committee reviews management recommendations regarding awards to both executive officers and key employees, evaluating such potential awards in relation to overall compensation levels. The Stock Option Committee also reviews such awards with consideration for the potential dilution to shareholders, and limits stock awards such that the potential dilutive effect is within

The Executive Compensation Committee is responsible for discharging the Board of Directors’ duties relating to executive compensation. The Committee makes all decisions regarding the compensation of the executive officers. In addition, the Committee is responsible for reviewingadministering the Company’s executive compensation benefit and personnel policies, programs and plans.program. The Committee reviews both short-term and long-term corporate goals and objectives with respect to the compensation of the chief executive officerCEO and the other executive officers. The Committee also reviews and discusses with management the impact of Moog’s compensation policies and practices on risk taking within the Company. The Committee evaluates at least once a year the performance of the chief executive officerCEO and other executive officers in light of these goals and objectives and, based on these evaluations, approves the compensation of the chief executive officerCEO and the other executive officers. The Committee also reviews and recommends to the Board incentive-compensation plans that are subject to the Board’s approval. All of the Compensation Committee members meet the independence requirements of the New York Stock Exchange. The Board of Directors has adopted a written charter for the Executive Compensation Committee. A copy of the charter is available on the Company’s website. The Committee held three meetings in the 2011 fiscal year 2008.

Non-employee directors are paid $5,000 per quarter and reimbursed for expenses incurred in attending Board and Committee meetings. The aggregate cash remuneration excluding out-of-pocket expenses,for attending Board and Committee meetings for all non-management directors, excluding reimbursement of out-of-pocket expenses, was $155,000$140,000 for the 2011 fiscal year ended September 27, 2008.

Non-employee directors are reimbursed for travel and other expenses in the performance of their duties.

Moog has indemnification agreements with our directors. These agreements provide that directors are covered under our directors and officers liability insurance, which indemnify directors to the extent permitted by law and advance to directors funds to cover expenses subject to reimbursement if it is later determined indemnification is not permitted.

This plan allows non-employee directors to defer all or part of the director’s cash fees. Directors deferring cash fees must makenotify the Company of any changes to the elections to defer fees for a calendar year by the end of the preceding calendar year, with new directors having 30 days to make such an election. Directors deferring cash fees accrue interest monthly at the average of the six month Treasury bill rate. Currently, four directors participate in this plan. The table below shows the amounts deferred for the 2011 fiscal year 2008.

The objectives of the Company’s executive compensation program are to:

The Company’s executive compensation program is designed to balance competing interests. On the one hand, we recognize that near-term shareholder value can be created by the achievement of near-term results. Recognizing this reality, annual salary increases are tied to annual earnings per share performance and individual performance and cash bonuses are tied to annual EPSearnings per share performance. On the other hand, the Company’s business, particularly in aerospace and defense, requires that executives make decisions and commitments whosewhere benefits, in financial terms, take years to develop. Our executive stock incentiveThe Company’s Stock Appreciation Rights program is intended to reward long-term success and to align our executives’ financial interests with those of long-term shareholders.

Looking across the spectrum of U.S. public companies, it’sit is evident there are a variety of approaches to executive compensation, each of which can be successful under the right set of circumstances. OurThe Company has used ourimplemented its current approach since Mr. Brady became Chief Executive Officer in 1988. Restructuring charges detracted from the Company’s financial performance in the early 1990’s.1990’s and the global recession negatively impacted performance during the 2009 fiscal year. However, in each year since 1995 (excepting only 2009), the Company has consistently increasedachieved year over year increases in earnings per share, and in 1315 of the last 1417 years, the Company has achieved year-over-year earnings per share increases of 10% or more. Since 1997,During the last ten years, compound annual growth in earnings per share has been approximately 15%12.2%. In turn, our Class A share price has increased from $2.30$10.03 at the beginningclose of the 2001 fiscal 1995year to $43.71$32.62 by the end of the 2011 fiscal 2008.year, and $41.82 at the end of November, 2011. The Company believes the effectiveness of its relatively simple, straightforward approach to executive compensation has beenis evidenced by this superior performance record and, in turn, the superior performance of our stock. To recap, the Company’s earnings per share highlights since 1995 are as follows:

Elements of the Executive Compensation Program

The Company uses the Hay Job Evaluation System for all professional employees, including its named executive officers. The Hay methodology is an analytical, factor-based scheme that measures the relative size of jobs in the form of points within an organization. Each named executive officer has a

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written position description evaluated with the Hay Job Evaluation System. Base salary ranges for each position are determined in collaboration with the Hay Group. The Hay Group provides annual peer company salary survey information which provides the basis for determining a competitive base salary range for each position. It is our objective to pay base salaries at, or slightly above, market averages for similar positions in peer companies. Named executive officers’ base salaries are reviewed annually and increases within salary ranges are determined on an annual basis with reference toa combination of Company and individual performance. The base salary range data provided byof each of the Hay Group.

The Company’s senior leadership, both managerial and technical, numbers about 300420 persons. This entire group, including the named executive officers, participates in a discretionary profit sharing programManagement Profit Sharing Program in which thea cash bonus payout each year is a function of the year-over-year growth rate in the Company’s earnings per share.

Over the Company’s history, stock option awards have been a consistent element of executive compensation. The 1998 Stock Option Plan covers the award of options on 2,025,000 shares of Class A common stockshares and terminated in December 2007. The 2003 Stock Option Plan covers an additional 1,350,000 Class A shares whichand will terminate in 2012. The Company’s stock option plans are no longer actively used because almost all of the shareholder authorized awards have been granted. In the interest of maintaining alignment between management and shareholdersshareholder’s interests, the 2003 plan imposes a three-year holding period on option shares unless previously owned stock is used in payment of the option exercise price. All stock option awards are priced at the market-closing price on the day the Stock Option Committee approves the option awards.

Stock options issued to executive officers are intended to be incentive stock options (ISO’s), and those issued to directors, as non-employees, are non-qualified stock options. Stock options issued to executive officers and directors cannot be exercised until at least one year after the option grant. Each executive officer option grant contains a vesting schedule, with the vesting schedule constructed to maintain the treatment of the options as ISO’s. However, in certain cases options granted to executive officers will be treated as non-qualified due to IRS limitations. Stock options issued to directors do not have a vesting schedule and can be exercised at any time starting one year after the option grant.

Stock options were generally granted once a year in prior years.through the 2008 fiscal year. The options were priced at the New York Stock Exchange closing price on the day the Board approvesapproved the option grants. The number of stock option grants under these plans did not consider individual performance incentives. After consideration of peer company data provided by the Hay Group, a fixed option award was made to each named executive officer, with a slightly larger award to the CEO. Compared with peer companies, our stock option awards are modest. It is Company policy not to re-price option grants. Almost all of the shares authorized in the 1998 and 2003 Plans have been granted as options.

The shareholders of the Company, on January 9, 2008, approved the Moog Inc. 2008 Stock Appreciation Rights Plan (the “Plan”(“SAR Plan”) providing for the award of stock appreciation rights (“SARs”).

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SARs confer a benefit based on appreciation in value of Company’sthe Class A common stock,shares, and are payablesettled in the form of shares of the Company’s Class A common stock, to non-employee directors, officers and employees of the Company and its subsidiaries.shares. The SAR Plan, which will terminate on January 9, 2018, covers the award of a total of 2,000,000 shares of the Company’s Class A common stock, $1.00 par value, reserved for the grant of SARs to directors, officers, and other key employees.