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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of Director
On March 19, 2024, the Board of Directors (the “Board”) of AAR CORP. (the “Company”) increased the size of the Board to 12 members and elected Jeffrey N. Edwards as a Class II independent director to fill the vacancy created by the increase, effective immediately. As of the date hereof, the Board has not determined any committee appointments for Mr. Edwards.
There is no arrangement or understanding between Mr. Edwards and any other person pursuant to which he was selected as a director. Mr. Edwards does not have any direct or indirect material interest in any transaction or proposed transaction involving the Company required to be reported under Item 404(a) of Regulation S-K.
Consistent with the Company’s current compensation practices for non-employee directors, Mr. Edwards will receive an annualized retainer of $95,000 and an award of 492 shares of restricted stock, which represents a pro-rata portion of the annual restricted stock award granted to directors on June 1, 2023. The restricted stock will vest on June 1, 2024.
A press release announcing the election of Mr. Edwards to the Company’s Board is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release issued by AAR CORP. on March 20, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 20, 2024
| AAR CORP. | ||
| By: | /s/ Jessica A. Garascia | |
| Jessica A. Garascia | ||
| Senior Vice President, General Counsel, Chief Administrative Officer and Secretary | ||