UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 19, 2023, AAR CORP. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved an amendment to the AAR CORP. 2013 Stock Plan, as amended and restated effective July 13, 2020 (the “Plan”) to increase by 1,850,000 the number of shares of the Company’s common stock available for issuance under the Plan. The Board of Directors (“Board”) of the Company had previously approved the amendment. The foregoing description of the amendment is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed with this Current Report as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, 32,680,447 shares of common stock, par value $1.00 per share, or approximately 93.4% of the 34,988,689 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 such matters are more fully described in the Company’s proxy statement filed on August 8, 2023, and the final voting results on each such matter.
| Proposal 1: | Election of Directors. |
The stockholders elected each of the Company’s four Class III director nominees for a three-year term expiring at the 2026 annual meeting, as reflected in the following voting results:
| Name of Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||
| John W. Dietrich | 30,335,967 | 365,628 | 7,777 | 1,971,075 | ||||||||
| Robert F. Leduc | 30,199,269 | 502,352 | 7,751 | 1,971,075 | ||||||||
| Duncan J. McNabb | 25,863,968 | 4,826,925 | 18,479 | 1,971,075 | ||||||||
| Peter Pace | 29,299,963 | 1,400,014 | 9,395 | 1,971,075 |
The continuing directors of the Company are Anthony K. Anderson, Michael R. Boyce, John M. Holmes, Ellen M. Lord, Jennifer L. Vogel and Marc J. Walfish.
| Proposal 2: | Advisory Proposal to Approve our Fiscal 2023 Executive Compensation. |
The stockholders approved the advisory proposal for our Fiscal 2023 executive compensation, as reflected in the following voting results:
| For | Against | Abstain | Broker Non-Votes | |||
| 30,260,635 | 434,978 | 13,759 | 1,971,075 |
| Proposal 3: | Advisory Proposal to Approve the Frequency for Future Advisory Proposals to Approve our Executive Compensation. |
The stockholders approved the advisory proposal on the frequency for future advisory proposals to approve our executive compensation with a frequency of one year, as reflected in the following voting results:
| For 1 Year | For 2 Years | For 3 Years | Abstain | Broker Non-Votes | ||||
| 27,654,047 | 6,564 | 3,037,346 | 11,415 | 1,971,075 |
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Based on the results of this advisory proposal, and in accordance with the Board’s recommendation, the Board has determined to include an advisory proposal on executive compensation every year until the next required advisory proposal on the frequency of future advisory proposals to approve our executive compensation.
| Proposal 4: | Approval of an Amendment to our Stock Plan. |
The stockholders approved an amendment to the AAR CORP. 2013 Stock Plan (as amended and restated effective July 13, 2020), as reflected in the following voting results:
| For | Against | Abstain | Broker Non-Votes | |||
| 28,958,685 | 1,737,144 | 13,543 | 1,971,075 |
| Proposal 5: | 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, 2024, as reflected in the following voting results:
| For | Against | Abstain | ||
| 31,877,055 | 786,712 | 16,680 |
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | AAR CORP. 2013 Stock Plan, as amended and restated effective July 13, 2020 (reflecting amendments since July 13, 2020) (incorporated by reference to Appendix C to the Company’s Proxy Statement filed on August 8, 2023) | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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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: September 20, 2023
| AAR CORP. | ||
| By: | /s/ Jessica A. Garascia | |
| Jessica A. Garascia | ||
| Senior Vice President, General Counsel, Chief Administrative Officer and Secretary | ||
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