INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                    Filed by a Party other than the Registrant  ¨

Check the appropriate box:

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 the appropriate box):

MOOG INC., EAST AURORA, NEW YORK 14052

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Moog Inc. will be held in the Auditorium of the Albright-Knox Art Gallery, 1285 Elmwood Avenue, Buffalo, New York, on Wednesday, January 11, 2012,8, 2014, at 9:15 a.m., for the following purposes:

1.    To elect FIVETWO directors of the Company, one of whom will be a Class A director elected by the holders of Class A shares to serve a three year term expiring in 2015, three of whom will be Class B directors elected by the holders of Class B shares to serve a three-year term expiring in 2015,2017 and one of whom will be a Class B director elected by the holders of Class B shares to serve a two yearthree-year term expiring in 2014,2017, or until the election and qualification of their successors.

2.    To consider and ratify the selection of Ernst & Young LLP, independent registered certified public accountants, as auditors of the Company for the 20122014 fiscal year.

3.    To consider a non-binding advisory vote on executive compensation.

4.    To consider a non-binding advisory vote on the Frequency of the executive compensation vote.

5.    To consider and transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on November 30, 201112, 2013 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.

By Order of the Board of Directors

JOHN B. DRENNING,Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 11, 2012:8, 2014:

This proxy statement isand the 2013 Annual Report to Shareholders are available for review online at http://www.moog.com/Home/Investors/Proxies and the 2011 Annual Report to Shareholders is available at http://www.moog.com/Home/Investors/Annual Report.Investors.

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS OF

TO BE HELD IN THE AUDITORIUM OF THE ALBRIGHT-KNOX ART GALLERY

1285 ELMWOOD AVENUE, BUFFALO, NEW YORK

ON JANUARY 11, 20128, 2014

This Proxy Statement is furnished to shareholders of record on November 30, 201112, 2013 by the Board of Directors of Moog Inc. (the “Company”), in connection with the solicitation of proxies for use at the Annual Meeting of Shareholders on Wednesday, January 11, 2012,8, 2014, 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 15, 2011.13, 2013.

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 in accordance with the recommendations of the Board of Directors.

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.

GENERAL

The Board of Directors has fixed the close of business on November 30, 201112, 2013 as the record date for determining the holders of common stock entitled to notice of and to vote at the meeting. On November 30, 2011,12, 2013, the Company had outstanding and entitled to vote, a total of 41,203,48341,638,180 shares of Class A common stock (“Class A shares”) and 4,429,9054,357,026 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 threetwo directors of the Company, and the holders of the Class B shares are entitled, as a class, to elect the remaining eightfive 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 directors 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 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 holders of 22,816,69522,997,604 votes of Class A shares and Class B shares being present. For the non-binding advisory vote on the frequency of the non-binding vote on executive compensation, that option receiving the highest number of the Class A and Class B votes cast in favor of the option will be considered adopted by the holders of the Class A shares and Class B shares, a quorum of holders of 22,816,695 votes of Class A shares and Class B shares being present. While the votes on executive compensation and frequency of the vote on executive compensation are non-binding and advisory in nature, our Executive Compensation Committee and Board of Directors will take into account the outcome of these votes when considering future executive compensation arrangements and in determining which frequency to adopt.

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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 election 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 suchdirectors. 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. Therefore, it is particularly important for shareholders holding shares in “street name” to instruct their brokers as to how they wish to vote their shares.In accordance with New York law, abstentions and broker non-votes are not counted in determining the votes cast in favor or against Proposal 2, the ratification of the selection of Ernst & Young LLP as independent auditors of the Company for the 20122014 fiscal year; Proposal 3, the non-binding advisory vote on executive compensation; or Proposal 4, the non-binding advisory vote on the frequency of the non-binding advisory vote on executive compensation.year.

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CERTAIN BENEFICIAL OWNERS

Security OwnershipSECURITY OWNERSHIP

The only persons known by the Company to own beneficially more than five percent of the Class A shares or Class B shares as of November 30, 201112, 2013 are set forth below.

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The Trustee of the Moog SECT is G. Wayne Hawk. The Trustee’s powers and rights include, among others, the right to retain or sell SECT assets; borrow from the Company upon direction from an administrative committee and enter into related loan agreements; vote or give consent with respect to securities held by the Moog SECT in the Trustee’s sole discretion; employ accountants and advisors as may be reasonably necessary; utilize a custodian to hold, but not manage or invest, assets held by the Moog SECT; and consult with legal counsel.

Moog Family Agreement as to VotingMOOG FAMILY AGREEMENTASTO VOTING

The Moog Family Agreement as to Voting is among certain relatives of the late Jane B. Moog including her son-in-law, Richard A. Aubrecht. The Agreement relates to 152,640161,613 Class A shares and 181,523142,347 Class B shares, owned of record or beneficially by members of the Moog family who are party to the Agreement, as well as 122,58268,045 Class A shares and 92,26357,780 Class B shares held by Richard A. Aubrecht. Those relatives who were a party to the Agreement granted an irrevocable proxy covering all or some of that party’s shares 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 two-thirds of the 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.

Section 16 Beneficial Ownership Reporting ComplianceSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

DuringTo the 2011Company’s knowledge, during the 2013 fiscal year, the executive officers and directors of the Company timely filed with the Securities and Exchange Commission the required reports under Section 16(a) of the Securities Exchange Act of 1934 regarding their beneficial ownership of Company securities.

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PROPOSAL 1 — ELECTION OF DIRECTORS

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 oneeach of the three subclasses of that class of directors is elected annually to serve a three-year term.nearly equal in number.

FiveTwo directors are to be elected at the meeting, of which one is to be Class A director elected by the holders of the outstanding Class A shares, and four of whom arewhich one is to be Class B directorsdirector elected by the holders of the outstanding Class B shares. FourBoth of the nominees will be elected to hold office until 2015 and one nominee will be elected to hold office until 2014,2017, 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 nomineesnominee named in the following table, and Class B shares for the election of the Class B nominees named in the 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.

Nominees, Directors and Named ExecutivesNOMINEES, DIRECTORSAND NAMED EXECUTIVES

Certain information regarding nominees for Class A and Class B directors, as well as those directors whose terms of office expire on or continue beyond the date of the 20122014 Annual Meeting of Shareholders, and Named Executives,named executives, including their beneficial ownership of equity securities as of November 30, 2011,12, 2013, is set forth in the 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,(“SARs”), or options or SARs that become exercisable within 60 days of November 30, 2011.12, 2013.

The Company’s current Board members share certain characteristics, experience and skills that are critical to effective board membership. These includeinclude: sound business judgment essential to intelligent and effective decision-making; experience at the policy-making level; relevant educational background; integrity and honestyhonesty; and the ability to work collaboratively. Furthermore, boardBoard 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 Messrs. Gisel and Scannell have previously served as directors and have been elected as directors at prior annual meetings.

Class B directors Robert T. Brady and Joe C. Green and Class A director Raymond W. Boushie, whose terms expire at the 2014 Annual Meeting of Shareholders, are not standing for reelection as directors, in accordance with the Company’s by-laws. On February 26, 2013, Albert F. Myers submitted his resignation as a Class A director due to health-related reasons. The Board of Directors will continue to review candidates to fill the resulting vacancies. Proxies cannot be voted for a greater number of persons than the number of nominees named.

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The Board of Directors recommends a vote FOR the election as Directors the Nominees listed below.

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CORPORATE GOVERNANCE

Corporate Governance GuidelinesCORPORATE GOVERNANCE GUIDELINES

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 by e-mail toinvestorrelations@moog.com..

Business Ethics Code of ConductBUSINESS ETHICS CODEOF CONDUCT

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 by e-mail toinvestorrelations@moog.com.

Communications with DirectorsCOMMUNICATIONSWITH DIRECTORS

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.

Leadership StructureLEADERSHIP STRUCTURE

Until December 1, 2011, the Chairman of the Board and Chief Executive officerOfficer positions were held by Robert T. Brady. As part of the Company’s continued orderly transition in its leadership, the Board believesdetermined at this time it iswas in the best interests of the Company and its shareholders for separate individuals to serve as Chairman of the Board and Chief Executive Officer, and recognizeswhile recognizing that there may be circumstances in the future that would lead to the same individual serving in both capacities. The Company believes this leadership structure ishas been the most appropriate for it because the Board ishas been able to continue employing the experience and perspective Mr. Brady has gained in running the Company as Chief Executive Officer for the past 23over many years.

Mr. Brady fulfills his responsibilities as Chairman through close interaction with the Presiding Director. Each executive session of non-management directors has a Presiding Director, who acts as chairperson for the executive session, rotated among the chairpersons of the Executive Compensation, and Nominating and Governance and Audit Committees.

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Board Role in Risk OversightBOARD ROLEIN RISK OVERSIGHT

The Board is responsible for consideration and oversight of the risks facing the Company. The Board manages this oversight directly and through standing committees of the Board. The Board is kept informed by various reports provided to it on a regular basis, including reports made by management at the Board and Committee meetings by management.meetings. The Audit Committee performs a central oversight role with respect to financial and compliance risks, and the Audit Committee regularly reviews these risks with the full Board. The Executive Compensation Committee reviews and discusses with management the impact of the Company’s compensation policies and practices on risk taking within the Company. The Committee roles are discussed in more detail later in this proxy statement.

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Director IndependenceDIRECTOR INDEPENDENCE

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 the non-management directors consisting of Messrs. Raymond W. Boushie, John D. Hendrick,William G. Gisel, Kraig H. Kayser, Brian J. Lipke, Robert H. Maskrey, Albert F. Myers and Peter J. Gundermann are 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. In connection with determining that Mr. Maskrey is independent, the Board of Directors considered Mr. Maskrey’s consulting arrangement with the Company. The Board believes with respect to the new director nominees, that Mr. Gisel is independent, and Mr. Scannell is not independent under these standards.Company, which terminated effective December 31, 2012.

Executive SessionsEXECUTIVE SESSIONS

The Company’s corporate governance guidelines provide that the non-management 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 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.

Board of Directors and Committee MeetingsBOARDOF DIRECTORSAND COMMITTEE MEETINGS

During the 20112013 fiscal year, the Board of Directors held fivesix meetings. The following arewere the standing committees of the Board of Directors for the 2013 fiscal year and the number of meetings each committee held during the 20112013 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 of the directors, except Albert F. Myers, attended the 20112013 Annual Shareholders Meeting.

Mr. Myers resigned as a Class A director on February 26, 2013 due to health-related reasons.

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Related Party TransactionsRELATED 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 is responsible for the review, approval or ratification of any related party transactions as noted in the “Compliance Oversight

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Responsibilities” section of the Charter of the Audit 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 Company, 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 himhimself from any discussion on the business arrangement. That director or officer does not participate in approving or not approving the related transaction. The remaining members of the Board of Directors make those determinations.

The Audit Committee and Board of Directors also review transactions involving directors and/or officers that either clearly represent or may represent a conflict of interest. They determine whether these transactions are on terms as fair as if the transactions were on an arm’s length basis. In situations in whichIf the Audit Committee or Board of Directors were to 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 Board of Directors place significant reliance on their collective business judgment, experience and expertise in their review and deliberations.

Situations involving related party conflicts of interest have been rare in recent years, and there were no transactions required to be reported under Item 404(a) that were not required to be reviewed or where the Company’s policies and procedures for review were not followed in the 20112013 fiscal year.

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Other DirectorshipsOTHER DIRECTORSHIPS

Current directors and 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:

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Website Access to InformationWEBSITE ACCESSTO INFORMATION

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 Investor Relations department by calling (716) 687-4225 or by email toinvestorrelations@moog.com.

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Nominating and Governance CommitteeNOMINATINGAND GOVERNANCE COMMITTEE

The Nominating and Governance Committee is composed solely of independent directors, and participates in the search for qualified directors. At a minimum, qualificationsThe criteria for selecting nominees for election as directors of the Company shall include relevant experience in the operation of public companies, accomplishments, education, and skills, and a high level ofthe highest personal and professional 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 will 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 Board 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 November 30, 201111, 2013 and nominated Messrs. Aubrecht, Gundermann, Gisel, LipkeScannell and ScannellKayser for election at the 20122014 Annual Meeting.

Nominating and Governance Committee Members:

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Audit CommitteeAUDIT COMMITTEE

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, the disclosures in the Company’s annual and quarterly reports under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,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 Board of Directors has adopted a written charter for the Audit Committee, which is available on the Company’s website.

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All of the Audit Committee members meet the independence and experience requirements of the New York Stock Exchange and the Securities and Exchange Commission. The Board has determined all Audit Committee members are Audit Committee financial experts under the rules of the Securities and Exchange Commission. The Audit Committee held sevensix meetings in the 20112013 fiscal year, in person and by telephone conference. The Audit Committee met with the Company’s internal auditors and on a regular basis met separately with the independent auditors and management.

Audit Committee Members:

Stock Option CommitteeSTOCK OPTION COMMITTEE

The Stock Option Committee iswas responsible for approving stock incentive awards to executive officers and key employees. The Stock Option Committee reviewsreviewed 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 reviewsreviewed such awards with consideration for the potential dilution to shareholders, and limitslimited stock awards such that the potential dilutive effect is within normally accepted practice. With regard to option and stock appreciation rights grants to directors, such grants are approved by the full Board of Directors. On August 20, 2013, the Board of Directors resolved to dissolve the Stock Option Committee and transfer all responsibilities of said committee to the Executive Compensation Committee.

Stock Option Committee Members:

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Executive Compensation CommitteeEXECUTIVE COMPENSATION COMMITTEE

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 administering the Company’s executive compensation program. The Committee reviews both short-term and long-term corporate goals and objectives with respect to the compensation of the CEO and the other executive officers. The Committee also reviews and discusses with management the impact of Moog’s compensation policies and practices on risk takingrisk-taking within the Company. The Committee evaluates at least once a year the performance of the CEO and other executive officers in light of these goals and objectives and, based on these evaluations, approves the compensation of the CEO 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. As referenced in the previous section, on August 20, 2013, the Board of Directors resolved to dissolve the Stock Option Committee and transfer all responsibilities of said committee to the Executive Compensation Committee.

All of the 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 threefour meetings in the 20112013 fiscal year.

During the 20112013 fiscal year, the Executive Compensation Committee utilized data provided in a report prepared by Hay Group, an independent professional compensation consulting firm, to assist and guide the Committee. The Hay Group data was used to compare Moog’s executive compensation program with current industry trends, and to benchmark individual officer compensation levels based onagainst our peer groups.group and Hay Group survey results wereGroup’s wider executive database. This report was also used to establish the compensation level of our CEO. Our CEO makes recommendations to the Committee regarding the compensation levels of other executive officers.

Moog used Hay Group for compensation consultation services, which are provided independently of the services to the Executive Compensation Committee. The amount of fees for these additional services performed by Hay Group was less than $50,000$63,000 for the 20112013 fiscal year. The Executive Compensation Committee has assessed the independence of Hay Group pursuant to NYSE rules and concluded that no conflict of interest exists that would prevent Hay Group from independently representing the Executive Compensation Committee.

Additional information regarding the Committee’s processes and procedures for establishing and overseeing executive compensation is disclosed in the “Compensation Discussion and Analysis” section.

Executive Compensation Committee Members:

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Compensation Committee Interlocks and Insider ParticipationEXECUTIVE COMPENSATION COMMITTEE INTERLOCKSAND INSIDER PARTICIPATION

None of the members of the Executive Compensation Committee was an officer or employee of Moog during the last fiscal year, was formerly an officer of Moog, or has any relationships with Moog requiring disclosure under any paragraph of itemItem 404 of Regulation S-K. Since the beginning of the last fiscal year, no executive officer of Moog has served on the compensation committee of any company that employs a director of Moog.

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COMPENSATION OF DIRECTORS

Effective October 1, 2012, the board increased the amount paid to non-employee directors from $5,000 to $10,000 per quarter. Non-employee directors are paid $5,000 per quarter andalso reimbursed for expenses incurred in attending Board and Committee meetings. The aggregate cash remuneration for attending Board and Committee meetings for all non-management directors, excluding reimbursement of out-of-pocket expenses, was $140,000$256,667 for the 20112013 fiscal year.

The 2008 Stock Appreciation Rights Plan provides that appreciation rights in a certain number of underlying shares may be granted to non-employee directors. During the 20112013 fiscal year, Messrs Boushie, Gisel, Gundermann, Hendrick, Kayser, Lipke, Maskrey and Myers each were granted 1,500 SARs to be settled in Class A shares at an exercise price per share equal to the fair market value of a Class A share on the date of grant. The Company’s 1998 and 2003 Stock Option Plans provide that options to purchase Class A shares may be granted to non-employee directors. There were no options granted to directors in the 2011 fiscal year.

2011— 2013 DIRECTOR COMPENSATION —

The following table shows the number of stock appreciation rights relating to Class A shares granted to each non-employee director during the 20112013 fiscal year.

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The aggregate number of SARs and options on Class A shares held by each non-employee director as of October 1, 2011September 28, 2013 was as follows:

Expense ReimbursementEXPENSE REIMBURSEMENT

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

Indemnification AgreementsINDEMNIFICATION AGREEMENTS

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.

Deferred Compensation PlanDEFERRED COMPENSATION PLAN

This plan allows non-employee directors to defer all or part of the director’s cash fees. Directors deferring cash fees must notify 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,During the 2013 fiscal year, four directors participateparticipated in this plan. The table below shows the amounts deferred for the 20112013 fiscal year.

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COMPENSATION DISCUSSION AND ANALYSIS

ObjectivesINTRODUCTION

This Compensation Discussion and Analysis (“CD&A”) provides detailed information about the compensation arrangements for Moog’s named executive officers (“NEOs”):

This CD&A includes the Executive Compensation Committee’s compensation philosophy, the objectives of our compensation program and a discussion of each element of compensation paid to the Company’s Compensation Programnamed executive officers for our most recent fiscal year.

EXECUTIVE SUMMARY

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

(1) Provideis to provide a compensation package that will attract, retain, motivate and reward superior executives who must operate in a highly competitive and technologically challenging environment.

(2) Relate2013 Performance

The 2013 fiscal year had many moving parts. Our underlying operations were strong and our restructuring efforts have started to pay off. We had two asset write-downs in the third quarter — one in Medical and one in Industrial. In addition, we announced a strategic review of our Medical Devices segment and took a goodwill impairment charge in the fourth quarter in this segment. For the full fiscal year 2013, we earned $2.63 per share — a respectable performance given the challenges the business faced. As part of this we had a $.52 goodwill impairment charge, $.20 per share in restructuring and $.15 per share in asset write-downs. Looking forward to fiscal 2014, we believe we will see a significant increase in profitability as our operating margins increase. We expect earnings per share to be between $3.90 and $4.10.

2013 Executive Compensation Assessment

The Executive Compensation Committee uses data provided by Hay Group, a compensation consultant, to establish competitive salaries for each of the named executive officers. Information regarding the compensation consultant and this analysis are provided in greater detail throughout the CD&A.

In our total direct compensation programs (detailed on pages 22-23), each of the three major elements, base salary, management profit share (“MPS”), and SARs, are considered independently. However, the Executive Compensation and Stock Option Committees also consider how our total compensation compares with the total compensation of comparable executives in peer organizations.

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Compensation Discussion and Analysis (continued)

In summary, the key aspects of the Company’s compensation for named executive officers are as follows:

The Role of Shareholder Say-On-Pay Votes

The Company provides its shareholders with the opportunity to cast an advisory vote every three years on its executive compensation program (referred to as a “say-on-pay proposal”). At the Company’s Annual Meeting of Shareholders held on January 11, 2012, approximately 85% of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Executive Compensation Committee believes this result affirms shareholders’ support of the Company’s approach to executive compensation, and generally did not change its approach in the 2013 fiscal year. The Executive Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for the named executive officers.

COMPENSATION PHILOSOPHY & OBJECTIVES

The main objective of the Company’s executive compensation program is to provide a compensation package that will attract, retain, motivate and reward superior executives who must operate in a highly competitive and technologically challenging environment.

Moog seeks to do this by linking annual changes in executive compensation to overall Company performance, as well as each individual’s contribution to the results achieved. The emphasis on overall Company performance is intended to align the executives’ financial interests with increased shareholder value.

(3) AchieveMoog also wants fairness in total compensation with reference to external comparisons, internal comparisons and the relationship between management and non-management remuneration.

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

Looking across

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Compensation Discussion and Analysis (continued)

ROLES & GOVERNANCE

The Executive Compensation Committee

The Executive Compensation Committee of the spectrumBoard is composed solely of U.S. publicindependent, non-employee directors. The Committee meets to determine CEO compensation, and has final approval on all elements of officer compensation. Any changes in benefit plans which affect executive officers are presented to the Executive Compensation Committee for review and approval and presentation to the entire Board.

For 2013, this Committee was comprised of the following members:

Independent Consultant

The Executive Compensation Committee selects and retains the services of Hay Group, a compensation consultant, to provide professional advice on the company’s executive officer and non-employee director compensation. Hay Group is retained directly by the Executive Compensation Committee and works directly with the Committee’s chairman. Hay Group advises on the design of compensation arrangements and provides an independent market assessment of peer companies, itusing Hay Group’s Job Evaluation methodology and general industry compensation and practices.

The compensation consultant works with management to collect information, to solicit management’s input and to understand Moog’s plans, goals and actual performance. The consulting relationship is evident there are a varietyreviewed by the Committee annually to determine its satisfaction with the services and advice provided by the compensation consultant.

MARKET ASSESSMENT

The Basis of approaches to executive compensation, eachComparison

As part of which can be successful under the right settheir review process, Hay Group makes comparisons of circumstances. The Company implemented its current approach in 1988. Restructuring charges detracted from the Company’s financial performance in the early 1990’scompensation program to two groups of companies. The first group is with Hay Group’s proprietary Industrial Executive Compensation Report. The second comparison is a group of seventeen companies whose businesses are similar to Moog’s and the global recession negatively impacted performance during the 2009 fiscal year. However, inwhose revenues are reasonably comparable. Hay Group reviews this peer group each year since 1995 (excepting only 2009),and recommends changes where appropriate.

For the Company has achieved year over year increases in earnings per share, and in 15 of the last 17 years, the Company has achieved year-over-year earnings per share increases of 10% or more. During the last ten years, compound annual growth in earnings per share has been approximately 12.2%. In turn, our Class A share price has increased from $10.03 at the close of the 20012013 fiscal year, to $32.62 by the end of the 2011 fiscal year,peer group remained unchanged and $41.82 at the end of November, 2011. The Company believes the effectiveness of its relatively simple, straightforward approach to executive compensation is 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 arewas as follows:

Compensation Discussion and Analysis (continued)

Elements ofBase Salary

Both the Executive Compensation Program

Salaries

TheCommittee and the Company usesuse the Hay Job Evaluation Systemmethodology for professional employees, including its named executive officers. The Hay Group’s Job Evaluation 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. Thean evaluation score that is used to benchmark compensation. Hay Group provides annual peer companypeer-company salary surveydata, as well as data from their wider executive compensation survey. This 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 rangesadjustments are determinedbased on a combination of Companycomparison with market benchmarks, time in position and individual job performance. The base salary of each of the named executive officers is within his position’s applicable salary range.

Management Profit Share (MPS)

The Company’s senior leadership, both managerial and technical, numbers about 420465 persons. This entire group, including the named executive officers, participates in a Management Profit Sharing Program in which a cash bonus payout each year is a function of the year-over-year percentage growth rate in the Company’s earnings per share. A simple formula is used to determine the cash bonus amount. Any payout depends entirely on the Company’s year-over-year percentage growth rate in earnings per share. There are no individual performance incentives in the formula.

The Company uses this single metric to underscore the importance of collaboration at all levels of leadership. The Company supplies products to a diverse array of customers in a variety of global markets. The common thread is that the technology used in high-performance motionprecision control and fluid flow systems, and our key technical resources, are transportable from one segment to another in response to fluctuating customer demands. Having our senior leadership focus on “what’s good for the Company” has been an important factor in the Company’s consistent performance.

Long-Term Incentives / Equity-Based Compensation

Stock Options

OverThroughout much of the Company’s history, stock option awards have been a consistent element of executive compensation. Stock options were generally granted once a year with the last option grants occurring on May 20, 2008. The 1998 Stock Option Plan covers the award of options on 2,025,000 shares of Class A shares and terminated in December 2007. The 2003 Stock Option Plan covers an additional 1,350,000 Class A shares and will terminateterminated in November 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 shareholder’s interests, the 2003 planStock Option 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 arewere intended to be incentive stock options (ISO’s)(ISOs), and those issued to non-employee directors as non-employees, arewere 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 containscontained a vesting schedule, with the vesting schedule constructed to maintain the treatment of the options as ISO’s.ISOs. However, in certain cases options granted to executive officers will be treated as non-qualified stock options due to IRS limitations. Stock options issued to non-employee 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 through the 2008 fiscal year.

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Compensation Discussion and Analysis (continued)

The options were priced at the New York Stock Exchange Moog Class A share closing price on the day the Board approved the option grants. The number of stock option grantsStock options awarded for Class A shares under these plans did not consider individual performance incentives.performance. 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.

Stock Appreciation Rights

The shareholders of the Company, on January 9, 2008, approved the Moog Inc. 2008 Stock Appreciation Rights 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 the Class A shares, and are settled in the form of Class A shares. The SAR Plan, which will terminate on January 9, 2018, covers the award of a total of 2,000,000 SARs.4,000,000 SARs, as amended and approved by the shareholders of the Company on January 9, 2013.

The purpose of the SAR Plan is to promote the long termlong-term success of the Company and to create shareholder value by (a) encouraging non-employee directors, officers and employeeskey executives performing service for the Company to focus on critical long-range objectives, (b) encouraging the attraction and retention of eligible participants with exceptional qualifications, and (c) linking participants directly to shareholder interests through ownership of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of SARs that derive value only from the appreciation in price of the Company’s stock and that are payable in shares of Company stock.

Similar to the awards of stock options, the number of annual SARs awarded was determined in collaboration with the Hay Group utilizing peer company survey data. Annual SARs awarded to executive officers to date have been at values below the 50^th percentilemedian of the Company’s peer companies. Individual performance is not a basis used to determine the number of named executive officer SAR awards.

OTHER BENEFITS & PERQUISITES

Retirement Programs

The Company’s U.S. based named executive officers participate in a defined benefit retirement plan covering Moog’s U.S. based employees. The Company believes that thea retirement plan is a key element in attracting and retaining employees at all levels of the organization. The Company has long provided a defined benefit plan, but new U.S. employees hired after January 1, 2008 are covered under a defined contribution plan. The benefit accrual available to U.S. basedCompany’s named executive officers underparticipate in the qualified defined benefit retirement plan is limited to $245,000 in base compensation. The Company maintainsand a Supplemental Executive Retirement Plansupplemental plan (“SERP”) for its executivewhich is described in more detail along with officers other pension benefits on pages 37 to bridge the gap between legally mandated limits on qualified pension plan benefits and the retirement benefits offered at comparable public companies. While the Company formally funds the qualified defined benefit plan, the SERP is not formally funded. The Company’s objective is to provide total retirement benefits that are competitive with peer group companies.

38. The value of pension benefits for each named executive officer can be found in the table on page 37.39.

Medical Coverage

The Company’s named executive officers participate in the same health insurance programs available to all employees. In addition, our executive officers have coverage under an enhanced medical insurance policy that generally covers all unpaid healthcare expenses deductible under IRS guidelines. This supplemental coverage plan was established many years ago in accordance with industry practice for senior executives. We believe that conforming in this way to industry standards aids in executive retention.

Vacation, Disability and Group Life Insurance

Named executive officers participate in the same vacation, disability and life insurance programs as all other Moog employees. Life insurance coverage for employees is based upon a multiple of salary, with the multiple for named executive officers’ generally two times annual salary.

The Company’s primary U.S. vacation plan provides an annual basic benefit of three weeks once an employee has reached five years of service. In addition, our plan has a unique feature. Beginning on the tenth anniversary of employment, in addition to the standard three weeks vacation, each employee is awarded an additional seven weeks of vacation. This award occurs again every five years. This plan was created by our founder, Bill Moog, with the idea that every few years each employee might have the opportunity for a brief sabbatical. This feature serves to attract

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Compensation Discussion and retain key talent. The unused vacation accumulates annually. Under certain circumstances, such as when employeesAnalysis (continued)

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have a significant personal need such as major home repairs, high medical costs, college tuition bills for their children, among others, employees can exchange unused vacation for cash. The payment of cash in lieu of vacation is subject to management approval, with the employee needing to demonstrate financial need. As a practical matter, many long-term employees retire with a substantial amount of unused vacation, which is then paid in cash.

Termination Benefits

Named executive officers and other members of executive management are provided Termination Benefit Agreements that are triggered under certain circumstances, including a change in control. Under these agreements, executive officers receive salary continuance for up to three years based upon length of service, management profit shareservice; MPS on a prorated basis in the year of termination,termination; and medical coverage, life and disability benefits and club dues for one year. These agreements are designed to retain executives and provide continuity of management in the event of a change in control. The Company believes that these severance and change in control benefits are required to attract and retain executive talent in a marketplace where such benefits are commonly offered.

Further information can be found under the heading Potential“Potential Payments Upon Termination or Change in ControlControl” section on pages 39-40.40-42.

Other Benefits

The Company reimburses fees for membership in certain private clubs so that the Company’s executives have these facilities available for entertaining customers, conducting Company business and fulfilling community responsibilities.

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THE PROCESS FOR DETERMINATION OF COMPENSATIONCompensation Discussion and Analysis (continued)

COMPETITIVE ANALYSISOF TOTAL DIRECT COMPENSATION

The following tables compare the compensation elements for Moog’s named executive officers to those of executives in comparable positions in the Hay-selected peer group. Total Direct Compensation, as reported below, includes salary paid, MPS paid, and the grant date fair market value of SARs awarded, represented in thousands.