| Common Stock, $1.00 par value | AIR |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 7, 2020
AAR CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 1-6263 | 36-2334820 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois 60191
(Address and Zip Code of Principal Executive Offices)
Registrant’s telephone number, including area code: (630) 227-2000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common Stock, $1.00 par value | AIR | New York Stock Exchange | ||
| Chicago Stock Exchange |
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 Rule 12b-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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders of AAR CORP. (the “Company”) held on October 7, 2020, the stockholders of the Company approved amendments to the AAR CORP. 2013 Stock Plan, as amended and restated effective July 13, 2020 (the “Plan”). The Board of Directors (“Board”) of the Company had previously approved the amendments. Among other things, the amendments (i) increased by 2,100,000 the number of shares of the Company’s common stock that is available for issuance under the Plan and (ii) extended the term of Plan by five years, to October 9, 2028.
The foregoing description of the amendments is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed with this Current Report as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 7, 2020, the Company held its 2020 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 33,085,965 shares of common stock, par value $1.00 per share, or 93.71% of the 35,303,461 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy.
Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting, as such matters are more fully described in the Company’s proxy statement filed on August 28, 2020, and the final voting results on each such matter.
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Proposal 1: Election of Directors.
The stockholders elected each of the Company’s four Class III director nominees for a three-year term expiring at the 2023 annual meeting, as reflected in the following voting results:
| Name of Nominee | For | Against | Abstain | Broker Non-Votes |
| H. JOHN GILBERTSON, JR. | 27,100,492 | 2,979,091 | 21,955 | 2,984,427 |
| ROBERT F. LEDUC | 29,912,065 | 166,609 | 22,864 | 2,984,427 |
| DUNCAN J. MCNABB | 25,509,743 | 4,569,766 | 22,029 | 2,984,427 |
| PETER PACE | 26,788,209 | 3,290,164 | 23,165 | 2,984,427 |
The continuing directors of the Company are Anthony K. Anderson, Michael R. Boyce, James E. Goodwin, John M. Holmes, David P. Storch, Jennifer L. Vogel and Marc J. Walfish. As a result of the retirement of two former directors, following the Annual Meeting the size of the Board was reduced to 11 directors.
Proposal 2: Advisory Resolution to Approve our Fiscal 2020 Executive Compensation.
The stockholders approved the Advisory Resolution to approve our Fiscal 2020 Executive Compensation, as reflected in the following voting results:
| For | Against | Abstain | Broker Non-Votes |
| 29,171,825 | 893,467 | 36,246 | 2,984,427 |
Proposal 3: Approval of Amendments to the AAR CORP. 2013 Stock Plan.
The stockholders approved the amendments to the AAR CORP. 2013 Stock Plan (as amended and restated effective July 13, 2020), as reflected in the following voting results:
| For | Against | Abstain | Broker Non-Votes |
| 28,508,375 | 1,561,333 | 31,830 | 2,984,427 |
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm.
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2021, as reflected in the following voting results:
| For | Against | Abstain |
| 32,433,299 | 581,116 | 71,550 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Management compensatory arrangements have been marked with an asterisk (*) on the Exhibit No. contained below.
| Exhibit No. | Description | |
| 10.1* | AAR CORP. 2013 Stock Plan (as Amended and Restated Effective July 13, 2020) (incorporated by reference to Appendix C to the Registrant’s Proxy Statement dated August 28, 2020). | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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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 hereunto duly authorized.
Date: October 8, 2020
| AAR CORP. | ||
| By: | /s/ Jessica A. Garascia | |
| Jessica A. Garascia | ||
| Vice President, General Counsel and Secretary | ||
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