-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AoMgbOKBNsJSG5+2fmjy7NWtv9XKEezLFcaHR3ozKB1oRI0Tz2bagmzTC1TdiBmu aXxhM8lCj/suRjo+l3W3HQ== 0001104659-10-052618.txt : 20101018 0001104659-10-052618.hdr.sgml : 20101018 20101018123906 ACCESSION NUMBER: 0001104659-10-052618 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101013 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20101018 DATE AS OF CHANGE: 20101018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR CORP CENTRAL INDEX KEY: 0000001750 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 362334820 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06263 FILM NUMBER: 101127517 BUSINESS ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 6302272000 MAIL ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 FORMER COMPANY: FORMER CONFORMED NAME: ALLEN AIRCRAFT RADIO INC DATE OF NAME CHANGE: 19700204 8-K 1 a10-19508_18k.htm 8-K

 

 

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

 

October 13, 2010

Date of Report (Date of earliest event reported)

 

AAR CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

1-6263

 

36-2334820

(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

 

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:

 

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

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07         Submission of Matters to a Vote of Security Holders

 

                On October 13, 2010, AAR CORP.  (the “Company”) held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, 36,780,914 shares of common stock, par value $1.00 per share, or approximately 93.67%  of the 39,264,712 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 described in the Company’s proxy statement filed on September 1, 2010, and the final voting results on each such matter.

 

Proposal 1:  Election of Directors.

 

The stockholders elected each of the three director nominees for a three-year term expiring at the 2013 Annual Meeting, as reflected in the following voting results:

 

Name of Nominee

 

Votes FOR

 

Votes WITHHELD

 

Norman R. Bobins

 

22,134,563

 

10,703,225

 

James E. Goodwin

 

22,523,413

 

10,314,375

 

Marc J. Walfish

 

22,508,690

 

10,329,098

 

 

There were 3,943,126 broker non-votes as to Proposal 1.

 

The continuing directors of the Company are Michael R. Boyce, James G. Brocksmith, Jr., Ronald R. Fogleman, Patrick J. Kelly, Timothy J. Romenesko, David P. Storch and Ronald B. Woodard.

 

Proposal 2:  Approval of the AAR CORP. Section 162(m) Annual Cash Incentive Plan.

 

The stockholders approved the AAR CORP. Section 162(m) Annual Cash Incentive Plan, as reflected in the following voting results:

 

Votes FOR

 

Votes AGAINST

 

ABSTENTIONS

 

29,828,490

 

2,989,411

 

19,887

 

 

There were 3,943,126 broker non-votes as to Proposal 2.

 

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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, 2011, as reflected in the following voting results:

 

Votes FOR

 

Votes AGAINST

 

ABSTENTIONS

 

34,472,820

 

2,288,395

 

19,699

 

 

There were no broker non-votes as to Proposal 3.

 

3



 

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 18, 2010

 

 

 

AAR CORP.

 

 

 

 

 

By:

/s/ ROBERT J. REGAN

 

 

Robert J. Regan

 

 

Vice President, General Counsel and Secretary

 

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