Aar Corp 8-K, filed Sep 16, 2025
Aar Corp (AIR)
About this 8-K
Aar Corp filed this 8-K on September 16, 2025.
Items reported
- 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 16, 2025, AAR CORP. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 33,426,008 shares of common stock, par value $1.00 per share, or approximately 93% of the 35,964,153 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 5, 2025, and the final voting results on each such matter.
| Proposal 1: | Election of Directors. |
The stockholders elected each of the Company’s three Class II director nominees for a three-year term expiring at the 2028 annual meeting, as reflected in the following voting results:
| Name of Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||
| Jeffrey N. Edwards | 26,071,385 | 5,679,722 | 3,843 | 1,671,058 | ||||||||
| John M. Holmes | 30,566,655 | 1,184,313 | 3,982 | 1,671,058 | ||||||||
| Ellen M. Lord | 29,716,379 | 2,008,633 | 29,938 | 1,671,058 | ||||||||
| Marc J. Walfish | 28,849,972 | 2,900,894 | 4,084 | 1,671,058 |
The continuing directors of the Company are Michael R. Boyce, John W. Dietrich, Robert F. Leduc, Duncan J. McNabb, Billy J. Nolen, Peter Pace, Jennifer L. Vogel, and Hema Widhani.
| Proposal 2: | Advisory Proposal to Approve our Fiscal 2025 Executive Compensation. |
The stockholders approved the advisory proposal for our Fiscal 2025 executive compensation, as reflected in the following voting results:
| For | Against | Abstain | Broker Non-Votes | |||||||
| 29,810,339 | 1,925,382 | 19,229 | 1,671,058 |
| Proposal 3: | 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, 2026, as reflected in the following voting results:
| For | Against | Abstain | |||||
| 32,519,666 | 900,923 | 5,419 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded in the Inline XBRL document) |
| 2 |
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 16, 2025
| AAR CORP. | ||
| By: | /s/ Jessica A. Garascia | |
| Jessica A. Garascia | ||
| Senior Vice President, General Counsel, Chief Administrative Officer and Secretary | ||
| 3 |