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): July 18, 2022

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)

x 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
Common Stock, $1.00 par value	AIR	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 July 18, 2022, David P. Storch, Chairman of the Board of Directors (the “Board”) of AAR CORP. (the “Company”) advised the Board that he will retire as Chairman and as a member of the Board, effective as of the close of business on January 10, 2023.

On July 18, 2022, the Board appointed John M. Holmes, the Company’s President and Chief Executive Officer, to succeed Mr. Storch as Chairman of the Board effective upon Mr. Storch’s retirement and subject to Mr. Holmes’ re-election to the Board at the 2022 annual meeting.

Mr. Storch’s decision to retire was made as part of the Company’s leadership transition plan. The Company and Mr. Storch intend to enter into a Consulting Agreement that provides for Mr. Storch’s continued service to the Company, with a term beginning on Mr. Storch’s retirement date and ending on the date of the Company’s 2024 annual meeting.

In accordance with the Company’s director retirement policy, Mr. Goodwin will be retiring from the Board upon the expiration of his term at the Company’s 2022 annual meeting. On July 18, 2022, the Board approved a reduction in the size of the Board from twelve directors to eleven directors and a reduction in the number of Class II directors from four to three, effective upon the expiration of Mr. Goodwin’s term at the Company’s 2022 annual meeting. The Board also appointed Mr. Marc J. Walfish as Lead Director, and Mr. Anthony K. Anderson as Chair of the Board’s Nominating and Governance Committee, positions currently held by Mr. Goodwin, effective as of Mr. Goodwin’s retirement. Mr. Walfish’s appointment as Lead Director is subject to his re-election to the Board at the 2022 annual meeting.

Also on July 18, 2022, the Board approved a further reduction in the size of the Board from eleven to ten and a reduction in the number of Class I directors from four to three, effective upon Mr. Storch’s retirement as of the close of business on January 10, 2023.

Item 8.01. Other Events.

On July 20, 2022, the Company issued a press release announcing the changes to the Board. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press release issued by AAR CORP. on July 20, 2022.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

Additional Information and Where to Find It

The foregoing is not a proxy statement or a solicitation of proxies from the holders of common stock of AAR CORP. A solicitation of proxies in connection with the 2022 annual meeting will be made only by the Company’s definitive proxy statement that will be sent to all shareholders of record on the record date of July 28, 2022. The Company will be filing a definitive proxy statement for the 2022 annual meeting with the Securities and Exchange Commission (the “SEC”). Shareholders are urged to read the proxy statement and any other relevant documents filed or that will be filed with the SEC when they become available because they will contain important information. Shareholders will be able to receive the proxy statement and other relevant documents free of charge at the SEC’s website at http://www.sec.gov or through the Company’s own website at http://www.aarcorp.com. This Form 8-K is being filed as soliciting material pursuant to Rule 14a-12 under the Exchange Act solely as a precautionary matter, notwithstanding the fact that the issuer does not believe it constitutes solicitation material.

Participants in the Solicitation

The directors, nominees for election as director, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from shareholders of the Company in connection with the matters to be considered at the 2022 annual meeting. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with such matters will be set forth in the proxy statement to be filed with the SEC. In addition, information about the Company’s executive officers and directors may be found in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021 and in its definitive proxy statement filed with the SEC on August 18, 2021.

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:

July 20, 2022

	AAR CORP.

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

Exhibit 99.1

FOR IMMEDIATE RELEASE

July 20, 2022

Contact:

Media Team

Corporate Marketing & Communications
+1-630-227-5100

[email protected]

Holmes to become chairman upon Storch retirement from AAR board

Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, today announced that its Chairman, David P. Storch, will retire from its Board of Directors effective January 10, 2023. The Board of Directors has appointed John M. Holmes, President and CEO of AAR CORP., as Chairman of the Board effective upon Storch’s retirement and subject to Mr. Holmes’ reappointment to the Board following the 2022 annual meeting.

Storch, the second of the Company’s only three CEOs, has served as a member of the Board since 1989 and as Chairman of the Board of AAR since 2005. He retired as Chief Executive Officer in 2018. Under Storch’s leadership, the Company grew to the leading independent provider of aviation services globally. Mr. Storch instilled a culture of integrity, quality, innovation, execution, customer focus, and entrepreneurship. These core values serve as a lasting foundation for the continued success and growth of AAR.

Mr. Storch hired Mr. Holmes in 2001 as Director of Mergers and Acquisitions. In 2003, Holmes moved into operations becoming General Manager of AAR’s Parts Supply business and progressively assumed responsibility of other businesses before being appointed as President and Chief Operating Officer in 2017. In 2018, he was named President and Chief Executive Officer of AAR, the third since the company’s founding in 1955. As Chairman, Holmes will focus on strategies to drive continued growth while maintaining the Company’s strong culture and core values.

Additional information and where to find it

The foregoing is not a proxy statement or a solicitation of proxies from the holders of common stock of the Company. A solicitation of proxies in connection with the 2022 Annual Meeting will be made only by the Company’s definitive proxy statement that will be sent to all shareholders of record on the record date of July 28, 2022. The Company will be filing a definitive proxy statement for the annual meeting with the Securities and Exchange Commission (the “SEC”). Stockholders are urged to read the proxy statement and any other relevant documents filed or that will be filed with the SEC when they become available because they will contain important information. Stockholders will be able to receive the proxy statement and other relevant documents free of charge at the SEC’s website at http://www.sec.gov or through the Company’s own website at http://www.aarcorp.com.

Participants in the solicitation

The directors, nominees for election as director, executive officers, and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from shareholders of the Company in connection with the matters to be considered at the 2022 Annual Meeting. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with such matters will be set forth in the proxy statement to be filed with the SEC. In addition, information about the Company’s executive officers and directors may be found in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021 and in its definitive proxy statement filed with the SEC on August 18, 2021.

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 two operating segments: Aviation Services 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. 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.