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 11, 2016
AAR CORP.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-6263 |
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36-2334820 |
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(State of Incorporation) |
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(Commission File Number) |
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(IRS Employer |
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:
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 11, 2016, the Board of Directors of AAR CORP. (the “Company”), at its regularly scheduled meeting, increased the size of the Board to 12 members and, upon the recommendation of the Nominating and Governance Committee, elected Jennifer L. Vogel as a director to fill the vacancy created by the increase. Ms. Vogel was most recently Senior Vice President, General Counsel, Secretary and Chief Compliance Officer of Continental Airlines, Inc.
Ms. Vogel will serve as a Class I director for a term expiring at the Company’s 2018 annual meeting of stockholders. Ms. Vogel was appointed to the Nominating and Governance Committee and the Compensation Committee of the Board of Directors.
Ms. Vogel will participate in the Company’s standard director compensation programs as described in the Company’s most recent proxy statement. As a part of her director compensation, Ms. Vogel received a grant of 2,083 restricted shares, which represents the pro-rata portion of the 5,000 share grant awarded to directors on June 1, 2015 for the fiscal year ending May 31, 2016. The restricted shares will vest on June 1, 2016.
There was no arrangement or understanding between Ms. Vogel and any other persons pursuant to which she was selected as a director. There are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between the Company and Ms. Vogel required to be disclosed herein.
A press release announcing the election of Ms. Vogel to the Company’s Board of Directors is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
99.1 Press release issued by AAR CORP. on January 11, 2016.
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: January 12, 2016
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AAR CORP. | |
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By: |
/S/ ROBERT J. REGAN |
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Robert J. Regan |
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Vice President, General Counsel and Secretary |
Exhibit 99.1
AAR ELECTS JENNIFER L. VOGEL TO ITS BOARD OF DIRECTORS
Wood Dale, IL, January 11, 2016 — AAR CORP. (NYSE: AIR) announced today that Jennifer L. Vogel has been elected to the Company’s Board of Directors, effective immediately. Ms. Vogel was most recently Senior Vice President, General Counsel, Secretary and Chief Compliance Officer of Continental Airlines, Inc. in Houston.
“We are very pleased to welcome Jennifer to our Board of Directors,” said David P. Storch, Chairman, President and Chief Executive Officer of AAR. “Jennifer is a highly successful executive with significant experience in the aviation industry. We look forward to her contributions.”
Ms. Vogel, 54, serves on the Board of Directors of Virgin America, a U.S. airline that provides scheduled air travel in the continental U.S. and Mexico, and American Science and Engineering, Inc. (AS&E), a leading worldwide supplier of innovative X-ray inspection systems. She is a graduate of the University of Texas School of Law and received her undergraduate degree from the University of Iowa.
About AAR
AAR is a global aftermarket solutions company that employs more than 4,500 people in over 20 countries. Based in Wood Dale, Illinois, AAR supports commercial aviation and government customers through two operating segments: Aviation Services and Expeditionary Services. AAR’s Aviation Services include inventory management; parts supply; OEM parts distribution; aircraft maintenance, repair and overhaul; and component repair. AAR’s Expeditionary Services include airlift operations; mobility systems; and command and control centers in support of military and humanitarian missions. More information can be found at www.aarcorp.com.
Media contact: Kathleen Cantillon at Kathleen.Cantillon@aarcorp.com | 630-227-2081 or email editor@aarcorp.com.
This press release contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on beliefs of Company management, as well as assumptions and estimates based on information currently available to the Company, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, including those factors discussed under Item 1A, entitled “Risk Factors”, included in the Company’s Form 10-K for the fiscal year ended May 31, 2015. Should one or more of these risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control. The Company assumes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. For additional information, see the comments included in AAR’s filings with the Securities and Exchange Commission.