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 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 17, 2024, AAR CORP. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 34,102,046 shares of common stock, par value $1.00 per share, or approximately 95% of the 35,849,986 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 6, 2024, and the final voting results on each such matter.
| Proposal 1: | Election of Directors. |
The stockholders elected each of the Company’s three Class I director nominees for a three-year term expiring at the 2027 annual meeting, as reflected in the following voting results:
| Name of Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Michael R. Boyce | 23,666,496 | 8,580,803 | 6,703 | 1,848,044 | ||||
| Billy J. Nolen | 31,012,875 | 1,234,524 | 6,603 | 1,848,044 | ||||
| Jennifer L. Vogel | 28,730,606 | 3,516,703 | 6,693 | 1,848,044 |
The continuing directors of the Company are John W. Dietrich, Jeffrey N. Edwards, John M. Holmes, Robert F. Leduc, Ellen M. Lord, Duncan J. McNabb, Peter Pace and Marc J. Walfish.
| Proposal 2: | Advisory Proposal to Approve our Fiscal 2024 Executive Compensation. |
The stockholders approved the advisory proposal for our Fiscal 2024 executive compensation, as reflected in the following voting results:
| For | Against | Abstain | Broker Non-Votes | |||
| 30,087,740 | 2,147,236 | 19,026 | 1,848,044 |
| Proposal 3: | 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, 2025, as reflected in the following voting results:
| For | Against | Abstain | ||
| 32,850,091 | 1,244,680 | 7,275 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (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 17, 2024
| AAR CORP. | ||
| By: | /s/ Jessica A. Garascia | |
| Jessica A. Garascia | ||
| Senior Vice President, General Counsel, Chief Administrative Officer and Secretary | ||
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