Executive Change · Shareholder Vote

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 19, 2023   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.  ¨             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   2     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)   3     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   4