Item 8.01 Other Events.

On or about December 13, 2012, Moog Inc. ("Moog" or the "Company") mailed a proxy statement and proxy for its Annual Meeting of Shareholders to be held on January 9, 2013. The proxy statement and form of proxy was filed with the SEC on December 13, 2012, and may be accessed through the Investors section of Moog's website, www.moog.com. The proxy statement contains a proposal seeking shareholder approval of an amendment to Moog's 2008 Stock Appreciation Rights Plan (the "SAR Plan") to increase the total number of awards available for issuance under the SAR Plan from 2,000,000 to 4,000,000. The full text of the amendment is set forth as Appendix A to the proxy statement for the 2013 Annual Meeting and the full text of the SAR Plan is set forth as Appendix A to Moog's proxy statement for its 2008 Annual Meeting of Shareholders filed with SEC on December 12, 2007.

After mailing the proxy statement for the 2013 Annual Meeting, Moog's Board of Directors determined to further amend the SAR Plan to provide that a "change in-control" under the SAR Plan be triggered upon consummation of a merger or consolidation of the Company or a sale or disposition of all or substantially all of the Company's assets, and not simply upon shareholder approval of those transactions.

The full text of the relevant portion of the SAR Plan, as amended, is set out below:

(e) "Change in Control" will be deemed to have occurred if:

. . .

(3) the Company consummates a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than 75% of the combined voting power of the voting securities of the Company, or such surviving entity, outstanding immediately after such consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as defined above) acquires more than 25% of the then-outstanding securities; or

(4) the Company consummates a transaction providing for the sale or disposition of all or substantially all of the Company's assets.