New York | 1-5129 | 16-0757636 |
(State or Other Jurisdiction | (Commission | (I.R.S. Employer |
of Incorporation) | File Number) | Identification No.) |
East Aurora, New York | 14052-0018 |
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 9.01 | Financial Statements and Exhibits. |
1. | Approved a revised Moog Inc. Management Short Term Incentive Plan (the “Plan”), which amends and restates the terms applicable to annual bonuses, short term incentive (“STI”), paid to named executive officers, including providing for such annual amounts to be paid in cash and/or Company stock as may be determined by the Committee. Previously, the Plan limited the form of payment of the STI to cash. The bonus formula and multipliers for fiscal year 2017 remained the same for the named executive officers. The applicable multipliers will typically be established by the Company each fiscal year within 90 days of the beginning of the fiscal year. |
2. | Authorized the payment of an additional cash bonus to each of the named executive officers for fiscal year 2017 in the amount equal to 50% of the amount he or she would be entitled to be paid under the formula and multipliers previously approved by the Committee in November 2016, if certain financial results are achieved. Based on the Company’s guidance presented on July 28, 2017, the estimated aggregate cost of these additional bonuses for FY 2017 for the named executive officers (a group of 5 individuals), is approximately $350,000. |
10.1 | Moog Inc. Management Short Term Incentive Plan, effective as of September 29, 2017. |
MOOG INC. | ||||
Dated: | October 5, 2017 | By: | /s/ Jennifer Walter | |
Name: | Jennifer Walter | |||
Controller |
Exhibit | Description |
Moog Inc. Management Short Term Incentive Plan, effective as of September 29, 2017. |
• | is employed in an “eligible position,” that is, as a Company officer or in a management level position determined to be in one of the designated Management Tiers; |
• | is employed in an eligible position at the start of the Plan Year, or is hired or promoted into an eligible position during the Plan Year; and |
• | except as described below, is employed in an eligible position as a full-time employee on the date payment of the Bonus for a Plan Year is to be made. |
• | Retirement. An eligible employee who retires during a Plan Year will be eligible to receive a prorated amount of any Bonus earned for the Plan Year, based on the number of full months of employment in an eligible position during the Plan Year, without regard to the requirement that the employee be employed on the payment date. Where retirement occurs before the end of a Plan Year, the employee will be eligible to receive a prorated bonus based on the number of completed months worked during that year. An employee will be considered a “Retiree” if, at the date on which employment terminates, he or she is at least age 55 and has completed at least 15 years of service or is age 65 or over. |
• | Disability. An eligible employee who receives long-term disability (“LTD”) payments during a Plan Year under a Company LTD Plan or policy will be eligible to receive a prorated amount of any Bonus earned for the Plan Year. Any Bonus payment earned for the Plan Year will be reduced, based on the number of full months the employee is absent on LTD leave during the Plan Year. LTD leave generally begins after six months of short term disability leave. An eligible employee will receive employment credit under the Plan while on short term disability leave. If an eligible employee ceases to qualify for LTD, and the eligible employee does not return to work with the Company at that time, the eligible employee will forfeit any right to receive any unpaid Bonus for the Plan Year. |
• | Leave of Absence. An eligible employee on a Company-approved leave of absence during a Plan Year (other than disability leave) will be eligible to receive a prorated amount of any Bonus earned for the Plan Year, based on the number of full months of active service performed by the eligible employee for the Company during the Plan Year. For this purpose, an eligible employee will be treated as continuing in active service with the Company for the first 90 days of the approved leave for purposes of calculating Bonus payments. If the Company-approved leave of absence ends for any reason prior to the date any Bonus for the Plan Year is paid, and the eligible |
• | New Hires/Promotions/Other Status Change. An employee who is hired into or promoted into an eligible position or otherwise has a position status change other than described above during the Plan Year will be eligible to receive a prorated amount of any Bonus earned, based on the number of full months of employment in an eligible position during the Plan Year. |