UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
On August 28, 2020, AAR CORP. (the “Company”) and the members of its Board of Directors (the “Board”) were named as defendants in a putative class action filed in the Court of Chancery of the State of Delaware (the “Court”), captioned Vladimir Gusinsky Revocable Trust v. Anderson et.al., C.A. No. 2020-0714-KSJM (the “Action”) seeking declaratory and injunctive relief regarding the Board’s adoption of a stockholder rights agreement (the “Rights Agreement”) in March 2020. On October 5, 2020, the Board terminated the Rights Agreement after evaluating current market conditions relative to the time of the adoption of the Rights Agreement and receiving objections from a large institutional stockholder regarding the adoption of the Rights Agreement.
On October 8, 2020, the Court approved the dismissal of the Action as moot following the Company’s termination of the Rights Agreement and the joint filing by the Company and the plaintiff, Vladmir Gusinsky Revocable Trust (“Plaintiff”), requesting the Court to dismiss the action as moot, but retain jurisdiction to consider any application for attorneys’ fees and expenses submitted by Plaintiff or its counsel (the “Fee Request”).
On March 10, 2021, the Court granted a Stipulation and Order Closing the Case (the “Order”) in the Action, which resolved the Fee Request for $800,000. The Company agreed to the Fee Request as set forth in the Order to avoid the time and expense of further litigation with respect to the Fee Request. The Order requires that the Company file a copy of the Order as an exhibit to a Current Report on Form 8-K. The Order is filed herewith as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit |
Description | |
| 99.1 | Stipulation and Order, Court of Chancery of the State of Delaware March 10, 2021 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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: March 12, 2021 | ||
| AAR CORP. | ||
| By: | /s/ Sean M. Gillen | |
| Sean M. Gillen | ||
| Vice President and Chief Financial Officer | ||
| (Principal Financial Officer) | ||