Aar Corp 8-K, filed Mar 17, 2020
Aar Corp (AIR)
About this 8-K
Aar Corp filed this 8-K on March 17, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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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.
Election of Director
On March 17, 2020, the Board of Directors of AAR CORP. (the “Company”), at its regularly scheduled meeting, increased the size of the Board to 12 members and, upon the recommendation of the Nominating and Governance Committee, elected H. John Gilbertson, Jr., as a director to fill the vacancy created by the increase. Until 2012, Mr. Gilbertson was a managing director at Goldman Sachs Group, Inc. Mr. Gilbertson is also a director of Dover Corporation, a publicly traded company, and Meijer, Inc., a privately held company.
Mr. Gilbertson will serve as a Class III director for a term expiring at the Company’s 2020 annual meeting of stockholders.
Mr. Gilbertson will participate in the Company’s standard director compensation programs as described in the Company’s most recent proxy statement. As part of his director compensation, Mr. Gilbertson received a grant of 981 restricted shares, which represents a pro-rata portion of the 3,922 share grant awarded to directors on June 3, 2019 for the fiscal year ending May 31, 2020. The restricted shares will vest on June 3, 2020.
There was no arrangement or understanding between Mr. Gilbertson and any other persons pursuant to which he was selected as a director. There are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between the Company and Mr. Gilbertson required to be disclosed herein.
A press release announcing the election of Mr. Gilbertson to the Company’s Board of Directors 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 17, 2020. |
2
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release issued by AAR CORP. on March 17, 2020 (filed herewith). | |
| 104 | Cover Page Interactive Data File (embedded within 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: March 17, 2020
| AAR CORP. |
| By: | /s/ JESSICA A. GARASCIA | |
| Jessica A. Garascia |
| Vice President, General Counsel and Secretary |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
March 17, 2020
Contact:
Kathleen Cantillon
+1.630.227.5100
Editor@aarcorp.com
AAR elects H. John Gilbertson to its Board of Directors
Wood Dale, Illinois -- AAR (NYSE: AIR) announced today that H. John Gilbertson, Jr., retired Managing Director of Goldman Sachs Group Inc., has been elected to the Company's Board of Directors, effective immediately. The addition of Mr. Gilbertson increases the size of the Board from 11 to 12 directors.
"We are very pleased to welcome John to our Board of Directors and look forward to his contributions," said John M. Holmes, President and Chief Executive Officer of AAR. "John’s extensive expertise in corporate finance, capital markets, advisory and mergers and acquisitions will bring valuable perspectives to our Board as we focus on driving profitable growth and enhancing shareholder value.”
Mr. Gilbertson, 63, served as a strategic and financial advisor to clients of Goldman Sachs for 27 years as a Managing Director and as Partner-in-Charge of investment banking services for the Midwest Region. Before joining the firm in 1987, he held roles at Morgan Stanley, Bain & Company and Chase Manhattan Bank. He serves on the Board of Directors of Dover Corporation, a publicly traded company, and Meijer Inc., a privately held company.
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About AAR
AAR is a global aerospace and defense aftermarket solutions company that employs more than 6,000 people in over 20 countries.
Headquartered in the Chicago area, AAR supports commercial and government customers through two operating segments: Aviation Services
and Expeditionary Services. AAR’s Aviation Services include Parts Supply; OEM Solutions; Integrated Solutions; and Maintenance,
Repair and Overhaul (MRO) Services. AAR’s Expeditionary Services include Mobility Systems and Composite Manufacturing operations.
Additional information can be found at www.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. 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, including those factors discussed under Item 1A, entitled “Risk Factors”, included in the Company’s Form 10-K for the fiscal year ended May 31, 2019. 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. For additional information, see the comments included in AAR’s filings with the Securities and Exchange Commission. |