UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of: June 2023    Commission File Number: 1-31402

CAE INC.

(Translation of registrant’s name into English)

8585 Cote de Liesse

Saint-Laurent, Quebec

Canada H4T 1G6

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F    ___        Form 40-F   X  

INCORPORATION BY REFERENCE

    Exhibits 99.1 and 99.2 of this Form 6-K are incorporated by reference as additional exhibits to the registrant’s Registration Statements on Form F-10 (File No. 333-250113) and Form S-8 (File Nos. 333-97185, 333-155366, 333-213708 and 333-267775).

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, thereunto duly authorized.

CAE Inc.

Date: June 22, 2023    By:    /s/ Mark Hounsell                

Name:    Mark Hounsell

Title:    General Counsel, Chief Compliance Officer and Corporate Secretary

EXHIBIT INDEX

10.1        Omnibus Incentive Plan dated May 31, 2023

99.1Notice and Management Proxy Circular dated June 15, 2023

99.2(1)Annual Report for the year ended March 31, 2023

(1)    The audit report of PricewaterhouseCoopers LLP dated May 31, 2023 on the annual financial statements of the registrant for its fiscal year ended March 31, 2023 that is being furnished as an exhibit to this Report on Form 6-K is the same report that has been prepared in accordance with applicable Quebec professional standards and included with the registrant’s audited annual financial statements that have been filed with Canadian securities regulatory authorities. The audit report contains certain information required by applicable Quebec professional standards that will not be included in the audit report prepared in accordance with applicable U.S. securities laws and the requirement of the Public Company Accounting Oversight Board that will be in the registrant’s annual report on Form 40-F for its fiscal year ended March 31, 2023.