8-K

Common Stock, $1.00 par value	AIR

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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

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Date of Report (Date of earliest event reported): March 16, 2023

AAR CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-6263	36-2334820
(State or other jurisdiction of <br><br>incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One AAR Place
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1100 N. Wood Dale Road
Wood Dale**, Illinois**	60191
(Address of principal executive offices)	(Zip Code)

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<br> Stock, $1.00 par value	AIR	New<br> York Stock Exchange
		Chicago<br> 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; Appointmentof Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On March 16, 2023, the Board of Directors (the “Board”) of AAR CORP. (the “Company”) increased the size of the Board to ten members, increased the number of Class III directors to four, and elected John W. Dietrich as a director to fill the vacancy created by the increase, effective immediately. As of the date hereof, the Board has not determined any committee appointments for Mr. Dietrich.

There is no arrangement or understanding between Mr. Dietrich and any other person pursuant to which he was selected as a director. Mr. Dietrich does not have any direct or indirect material interest in any transaction or proposed transaction involving the Company required to be reported under Item 404(a) of Regulation S-K.

Consistent with the Company’s compensation practices for non-employee directors, Mr. Dietrich will receive an annualized retainer of $95,000 and an award of 537 shares of restricted stock, which represents a pro-rata portion of the annual restricted stock award granted to directors on June 1, 2022. The restricted stock will vest on June 1, 2023.

A press release announcing the election of Mr. Dietrich to the Company’s Board 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, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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, 2023

AAR CORP.
By:	/s/ Jessica A. Garascia
	Jessica A. Garascia
	Vice President, General Counsel,<br><br> <br>Chief Administrative Officer and Secretary

Exhibit 99.1

FOR IMMEDIATE RELEASEMarch 17, 2023

Contact:

Media Team

Corporate Marketing and Communications

+1-630-227-5100

Editor@aarcorp.com

AAR elects John W. Dietrich to its Board ofDirectors

Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that John W. Dietrich has been elected to AAR’s Board of Directors, effective immediately.

Mr. Dietrich is the President and Chief Executive Officer of Atlas Air Worldwide Holdings, Inc. (“Atlas”), a leading global provider of outsourced aircraft and aviation services, and serves as the Chairman of the National Defense Transportation Association.

“Mr. Dietrich brings significant aviation and airline management expertise in both the airfreight and passenger sectors, as well as aircraft leasing. He also has a depth of experience working with the military, and under his leadership the company serves as the largest provider of their passenger and cargo airlift,” said John M. Holmes, AAR’s Chairman, President, and Chief Executive Officer. “His leadership and industry insights will be valuable as we continue to grow AAR’s capabilities. We look forward to his contributions to the Board and our Company.”

Mr. Dietrich, 58, has over 30 years of experience with multi-national companies and all facets of aviation and airline management. He is responsible for executing the company’s strategies for Atlas Air Worldwide and its subsidiaries, including its international operating airlines, Atlas Air, Inc., Polar Air Cargo (a joint venture airline with DHL Express), and its leasing company, Titan Aviation Holdings, Inc. Mr. Dietrich is also responsible for the continuing expansion of the company’s commercial and military businesses in both airfreight and passenger sectors. He is also on the board of directors of Atlas Air Worldwide. Prior to becoming President and CEO in 2020, Mr. Dietrich served as Chief Operating Officer and held a variety of other executive positions with Atlas Air. He previously served as a litigation attorney at United Airlines.

He serves as Chairman of the National Defense Transportation Association (NDTA), where he previously led the NDTA’s development of an aviation subcommittee on cybersecurity. He is also on the Board of Directors for Airlines for America (A4A) and the Board of Governors for the International Air Transport Association (IATA,) and is a member and former Chairman of the National Air Carrier Association (NACA). Mr. Dietrich recently joined the board of the Liberty City Optimist Club, dedicated to youth development initiatives in the Miami community.

For more information on AAR, visit aarcorp.com/.

About AARAAR 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. 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 operations. Additional information can be found at aarcorp.com.