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): March 19, 2024
AAR CORP.
(Exact name of registrant as specified in its charter)
Delaware | 1-6263 | 36-2334820 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
One AAR Place 1100 N. Wood Dale Road Wood Dale, Illinois |
60191 | |
(Address of principal executive offices) | (Zip Code) |
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. ¨
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 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
March 20, 2024
Contact:
Media Team
Corporate Marketing and Communications
+1-630-227-5100
Editor@aarcorp.com
AAR elects Jeffrey N. Edwards to its Board of Directors
Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that Jeffrey N. Edwards has been elected to AAR’s Board of Directors, effective immediately. This appointment increases AAR’s Board from 11 to 12 Director positions.
Mr. Edwards, 63, brings more than 40 years of experience in the financial services sector. As Partner and Vice Chairman of New Vernon Capital, Mr. Edwards prioritizes the firm’s clients, focusing on investment portfolios, operations, and business development.
Prior to New Vernon Capital, Mr. Edwards spent over 20 years with Merrill Lynch, serving in various leadership positions, including Chief Financial Officer.
His other current board positions include Lead Independent Director for Raymond James Financial, Inc. and Chair of the Audit, Finance, and Risk Committee for American Water Works Company, Inc., both S&P 500 companies.
“Mr. Edwards brings significant financial experience to our Board and will play an integral role in helping execute our growth strategy and deliver further value to our shareholders,” said John M. Holmes, AAR’s Chairman, President and CEO.
“Financial expertise and prudence are central to a company’s long-term success. I am impressed by AAR’s exceptional leadership team and strong financials and am committed to supporting the continued advancement of the Company’s growth strategy,” said Mr. Edwards.
For more information on AAR, visit aarcorp.com.
About AAR
AAR is a global aerospace and defense aftermarket solutions company with operations in over 20 countries. Headquartered in the Chicago area, AAR supports commercial and government customers through four operating segments: Parts Supply, Repair & Engineering, Integrated Solutions, and Expeditionary Services. Additional information can be found at aarcorp.com.
This press release contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, which reflect management’s expectations about future conditions, including advancing the Company’s growth strategy and delivering further value to shareholders. Forward-looking statements may also be identified because they contain words such as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘continue,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘likely,’’ ‘‘may,’’ ‘‘might,’’ ‘‘plan,’’ ‘‘potential,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘seek,’’ ‘‘should,’’ ‘‘target,’’ ‘‘will,’’ ‘‘would,’’ or similar expressions and the negatives of those terms. These forward-looking statements are based on beliefs of Company management, as well as assumptions and estimates based on information currently available to the Company, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. For a discussion of these and other risks and uncertainties, refer to “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Should one or more of these risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control. The Company assumes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.