| 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): September 17, 2024
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 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 17, 2024, AAR CORP. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 34,102,046 shares of common stock, par value $1.00 per share, or approximately 95% of the 35,849,986 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 6, 2024, and the final voting results on each such matter.
| Proposal 1: | Election of Directors. |
The stockholders elected each of the Company’s three Class I director nominees for a three-year term expiring at the 2027 annual meeting, as reflected in the following voting results:
| Name of Nominee | | For | | Against | | Abstain | | Broker
Non-Votes |
| Michael R. Boyce | | 23,666,496 | | 8,580,803 | | 6,703 | | 1,848,044 |
| Billy J. Nolen | | 31,012,875 | | 1,234,524 | | 6,603 | | 1,848,044 |
| Jennifer L. Vogel | | 28,730,606 | | 3,516,703 | | 6,693 | | 1,848,044 |
The continuing directors of the Company are John W. Dietrich, Jeffrey N. Edwards, John M. Holmes, Robert F. Leduc, Ellen M. Lord, Duncan J. McNabb, Peter Pace and Marc J. Walfish.
| Proposal 2: | Advisory Proposal to Approve our Fiscal 2024 Executive Compensation. |
The stockholders approved the advisory proposal for our Fiscal 2024 executive compensation, as reflected in the following voting results:
| For | | Against | | Abstain | | Broker Non-Votes |
| 30,087,740 | | 2,147,236 | | 19,026 | | 1,848,044 |
| Proposal 3: | 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, 2025, as reflected in the following voting results:
| For | | Against | | Abstain |
| 32,850,091 | | 1,244,680 | | 7,275 |
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | | Description |
| | | |
| 104 | | Cover Page Interactive Data File (embedded in the Inline XBRL document) |
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: September 17, 2024
| | AAR CORP. |
| | |
| | |
| | By: | /s/ Jessica A. Garascia |
| | | Jessica A. Garascia |
| | | Senior Vice President, General Counsel, Chief Administrative Officer and Secretary |
