Aar Corp 8-K, filed Sep 24, 2026
Aar Corp (AIR)
About this 8-K
Aar Corp filed this 8-K on September 24, 2026, reporting on events of September 23, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
As described in Item 5.07 below, on September 23, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of AAR CORP. (the “Company”), the stockholders of the Company approved the AAR CORP. 2026 Stock Plan (referred to as “our new stock plan”), which provides for discretionary grants of stock options, stock awards, stock unit awards, stock appreciation rights and other stock-based and cash-based awards to employees, non-employee directors and certain other eligible service providers. Our new stock plan was previously approved by the Company’s Board of Directors and is more fully described in the related proposal in the Company’s Proxy Statement filed on August 4, 2026.
The foregoing description of our new stock plan is qualified in its entirety by reference to the full text of our new stock plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 23, 2026, the Company held its Annual Meeting. At the Annual Meeting, 37,391,244 shares of common stock, par value $1.00 per share, or approximately 93% of the 40,258,840 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 4, 2026, and the final voting results on each such matter.
| Proposal 1: | Election of Directors. |
The stockholders elected each of the Company’s Class III director nominees to the Board of Directors for a three-year term expiring at the 2029 annual meeting of stockholders, as reflected in the following voting results:
| Name of Nominee | For | Against | Abstain | Broker Non-Vote |
| John W. Dietrich | 34,722,656 | 1,071,178 | 12,433 | 1,584,977 |
| Robert F. Leduc | 34,715,647 | 1,078,327 | 12,293 | 1,584,977 |
| Peter Pace | 33,584,745 | 2,209,353 | 12,169 | 1,584,977 |
The continuing directors of the Company are Michael R. Boyce, Jeffrey N. Edwards, John M. Holmes, Ellen M. Lord, Billy J. Nolen, Jennifer L. Vogel, Marc J. Walfish, and Hema Widhani.
| Proposal 2: | Advisory Proposal to Approve our Fiscal Year 2026 Executive Compensation. |
The stockholders approved the advisory proposal for our Fiscal Year 2026 executive compensation, as reflected in the following voting results:
| For | Against | Abstain | Broker Non-Vote |
| 34,285,245 | 1,475,837 | 45,185 | 1,584,977 |
| Proposal 3: | Approval of our New Stock Plan. |
The stockholders approved our new stock plan, as reflected in the following voting results:
| For | Against | Abstain | Broker Non-Vote |
| 33,805,637 | 1,984,579 | 16,051 | 1,584,977 |
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| Proposal 4: | 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, 2027, as reflected in the following voting results:
| For | Against | Abstain |
| 36,470,764 | 905,880 | 14,600 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | AAR CORP. 2026 Stock Plan (incorporated by reference to Appendix C to the Company’s Proxy Statement filed on August 4, 2026) | |
| 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 24, 2026 |
| AAR CORP. | ||
| By: | /s/ Jessica A. Garascia | |
| Jessica A. Garascia | ||
| Senior Vice President, General Counsel, Chief Administrative Officer and Secretary | ||
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