Air Lease (AL) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

May 8, 2019

Date of Report

(Date of earliest event reported)

AIR LEASE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-35121	27-1840403
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2000 Avenue of the Stars, Suite 1000N Los Angeles, California		90067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310)553-0555

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	AL	New York
6.150%Fixed-to-Floating RateNon-Cumulative Perpetual Preferred Stock, Series A	AL PRA	New York

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following proposals were submitted to Air Lease Corporation’s (the “Company’s”) Class A Common Stockholders at the 2019 Annual Meeting of Stockholders held on May 8, 2019:

1) The election of eight directors to hold office until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified.

2) The ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2019.

3) The advisory approval of 2018 compensation awarded to named executive officers.

Holders of the Company’s Class A Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders. The number of votes cast for and against, and the number of abstentions and brokernon-votes with respect to, each matter are set forth below:

Election of Directors

Director Nominee	Votes For		Votes Against		Abstentions		Broker Non-Votes
Matthew J. Hart		84,382,760		4,645,095		148,537		12,201,098
Cheryl Gordon Krongard		88,620,952		305,872		249,568		12,201,098
Marshall O. Larsen		78,991,390		10,032,720		152,282		12,201,098
Robert A. Milton		82,285,824		6,686,387		204,181		12,201,098
John L. Plueger		88,730,494		301,360		144,538		12,201,098
Ian M. Saines		88,728,251		295,704		152,437		12,201,098
Dr. Ronald D. Sugar		77,876,210		11,155,126		145,056		12,201,098
Steven F.Udvar-Házy		88,298,709		734,721		142,962		12,201,098

The eight nominees were elected to the Board of Directors and will serve as directors until our next annual meeting or until their respective successors are elected and qualified.

Ratification of KPMG LLP as Air Lease Corporation’s Independent Registered Public Accounting Firm for 2019

The results of the voting were 100,416,214 for, 814,911 against and 146,365 abstentions. There were no brokernon-votes on this matter. The appointment of KPMG LLP was ratified for 2019.

Advisory Approval of 2018 Named Executive Officer Compensation

The results of the voting were 85,295,507 for, 3,290,276 against, 590,609 abstentions and 12,201,098 brokernon-votes. The 2018 compensation awarded to Air Lease Corporation’s named executive officers was approved on an advisory basis.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AIR LEASE CORPORATION
Date: May 10, 2019	/s/ Carol H. Forsyte
	Carol H. Forsyte
	Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer