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): July 10, 2017
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 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:
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))
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 o
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On July 10, 2017, the Board of Directors of AAR CORP. (the “Company”), at its regularly scheduled meeting, increased the size of the Board to 14 members and, upon the recommendation of the Nominating and Governance Committee, elected John M. Holmes as a director to fill the vacancy created by the increase. Mr. Holmes is currently the President and Chief Operating Officer of the Company.
Mr. Holmes will serve as a Class II director for a term expiring at the Company’s 2019 annual meeting of stockholders. Mr. Holmes will not serve on any committee of the Board.
Appointment of Chief Financial Officer
On July 10, 2017, the Company announced that Michael D. Milligan will join the Company on September 1, 2017 as Vice President and Chief Financial Officer. As previously reported, Timothy J. Romenesko, the Company’s current Vice Chairman and Chief Financial Officer, is retiring from the Company on December 31, 2017. Prior to his retirement, Mr. Romenesko will assist Mr. Milligan with the assumption of his responsibilities as Chief Financial Officer of the Company.
Mr. Milligan most recently served for 16 years as Senior Vice President and Chief Financial Officer of NES Rental Holdings, Inc., (a Chicago-based company that provided aerial lift, material handling and general equipment services to construction and industrial service companies until its sale to United Rentals Inc. earlier this year). Mr. Milligan was previously Executive Vice President and Chief Financial Officer of Telenisus Corporation from 1999 to 2001 and, prior thereto, was a partner with Pricewaterhouse Coopers LLP.
For the Company’s current fiscal year, Mr. Milligan will receive an annual base salary of $450,000, a target annual cash bonus opportunity of $337,500 (75% of annual base salary) and stock awards with a dollar value of $750,000. The Company will enter into a severance and change in control agreement with Mr. Milligan in the form entered into with certain other executive officers of the Company (see Exhibit 10.1 to the Company’s current report on Form 8-K dated July 11, 2008 and Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the quarter ended February 28, 2009) and an indemnification agreement in the form entered into with directors and officers of the Company (see Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended August 31, 2008).
A copy of the Company’s press release announcing Mr. Milligan’s appointment as Vice President and Chief Financial Officer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Director Retirement
On July 10, 2017, General Ronald R. Fogleman notified the Company of his intention to retire from the Board of Directors at the annual meeting of stockholders on October 11, 2017. As previously reported, in connection with his retirement from the Company, Mr. Romenesko also will be leaving the Board at the 2017 annual meeting of stockholders. At that date, the number of directors of the Company will be reduced to 12 from 14, reflecting the retirements of General Fogleman and Mr. Romenesko.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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AAR CORP. Press Release dated July 10, 2017. |
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.
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Date: July 11, 2017 |
AAR CORP. | |
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By: |
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/s/ Robert J. Regan |
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Name: Robert J. Regan |
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Vice President, General Counsel and Secretary |
Exhibit 99.1
NEWS
For Immediate Release
AAR Appoints Michael D. Milligan Chief Financial Officer
WOOD DALE, Illinois, July 10, 2017 — AAR (NYSE: AIR) announced that Michael D. Milligan was appointed Chief Financial Officer effective September 1, 2017 at today’s quarterly Board of Directors meeting.
Milligan spent the last 16 years as Senior Vice President and Chief Financial Officer with NES Rental Holdings, Inc., a private equity-owned national supplier of equipment rental services to construction and industrial services companies. He previously served 14 years at Pricewaterhouse Coopers, including time as a partner in the Transaction Services Group and the National Practice Leader for Industry Consolidations. After 30 years in financial positions, Milligan has significant finance and accounting expertise, as well as merger and acquisition experience, having led numerous transactions during his time at NES.
“Mike is a valuable addition to our senior management team,” said David P. Storch, Chairman and Chief Executive Officer of AAR. “Given his track record of reducing operating costs, managing debt and completing acquisitions, he will be a key contributor to AAR’s future success and shareholder value.”
AAR’s long-time Chief Financial Officer Timothy J. Romenesko, who previously announced his plan to retire at year’s end, will work closely with Milligan as he transitions into his new role.
Milligan, 54, is a graduate of the University of South Florida and lives in Lake Forest, Illinois with his family.
About AAR
AAR is a global aftermarket solutions company that employs more than 5,000 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, Vice President of Strategic Communications, 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, 2016. 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.