| 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): January 3, 2025
AAR CORP.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-6263 | | 36-2334820 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois | | 60191 |
| (Address of principal executive offices) | | (Zip Code) |
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. |
On January 3, 2025, Tracey Patterson notified AAR CORP. (the “Company”) that she has accepted another professional opportunity outside of the Company and the aviation industry. She will depart from her current position as Senior Vice President and Chief Human Resources Officer and as an employee of the Company effective January 10, 2025 to allow for the appropriate transition.
In connection with Ms. Patterson joining the Company in 2023, Ms. Patterson was awarded time-based restricted stock with a grant date fair value of approximately $300,000 that was intended to replace compensation that Ms. Patterson had to forego in connection with her departure from her former employer. As this award will be substantially earned based on service through her departure date, the Company has agreed to pay Ms. Patterson $300,000, a cash amount representing the approximate value of this unvested stock award. As a condition of this payment, Ms. Patterson agreed to a release of claims and customary confidentiality and restricted covenant provisions, including non-disparagement and non-solicitation.
SIGNATURES
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: January 7, 2025
| | AAR CORP. |
| | |
| | By: | /s/ Jessica A. Garascia |
| | | Jessica A. Garascia |
| | | Senior Vice President, General Counsel, Chief Administrative Officer and Secretary |
