AAR CORP — Regulatory Filings 2021

Sep 29, 2021

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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): September 28, 2021

AAR CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-6263	36-2334820
(State of Incorporation)	(Commission File Number)	(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $1.00 par value	AIR	New York Stock Exchange
		Chicago Stock Exchange

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 ¨

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. ¨

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 28, 2021, the Company held its 2021 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 31,516,837 shares of common stock, par value $1.00 per share, or approximately 88.84% of the 35,475,634 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 18, 2021, and the final voting results on each such matter.

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Proposal 1: Election of Directors.

The stockholders elected each of the Company’s four Class I director nominees for a three-year term expiring at the 2024 annual meeting, as reflected in the following voting results:

Name of Nominee — ANTHONY K. ANDERSON	26,293,932	3,409,339	19,312	1,794,254
MICHAEL R. BOYCE	25,401,170	4,302,222	19,191	1,794,254
DAVID P. STORCH	24,646,487	5,058,140	17,956	1,794,254
JENNIFER L. VOGEL	26,396,738	3,308,029	17,816	1,794,254

The continuing directors of the Company are H. John Gilbertson, Jr., James E. Goodwin, John M. Holmes, Robert F. Leduc, Ellen M. Lord, Duncan J. McNabb, Peter Pace and Marc J. Walfish.

Proposal 2: Advisory Resolution to Approve our Fiscal 2021 Executive Compensation.

The stockholders approved the Advisory Resolution to approve our Fiscal 2021 Executive Compensation, as reflected in the following voting results:

For — 28,987,519	713,291	21,773	1,794,254

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, 2022, as reflected in the following voting results:

For — 30,942,793	556,026	18,018

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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 29, 2021

AAR CORP.
By:	/s/
Jessica A. Garascia
	Jessica A. Garascia
	Vice President, General Counsel and Secretary

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