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.
Election of Director
On July 13, 2020, the Board of Directors of AAR CORP. (the “Company”), at its regularly scheduled meeting, increased the size of the Board to 13 members and, upon the recommendation of the Nominating and Governance Committee, elected Robert F. Leduc, as a director to fill the vacancy created by the increase. Mr. Leduc recently retired in early 2020 as president of Pratt & Whitney, a role he held since January 2016. Previously he served in a number of senior executive roles for more than 38 years at United Technologies Corporation., including president of Sikorsky Aircraft. Mr. Leduc is also a director of JetBlue Airways Corporation, and Howmet Aerospace Inc., each a publicly traded company.
Mr. Leduc will serve as a Class III director for a term expiring at the Company’s 2020 annual meeting of stockholders.
Mr. Leduc 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. Leduc received a grant of 5,289 restricted shares, which represents a pro-rata portion of the 5,976 share grant awarded to directors on June 1, 2020 for the fiscal year ending May 31, 2021. The restricted shares will vest on June 1, 2021.
There was no arrangement or understanding between Mr. Leduc 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. Leduc required to be disclosed herein.
A press release announcing the election of Mr. Leduc 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 July 14, 2020. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release issued by AAR CORP. on July 14, 2020 (filed herewith). | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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: | July 14, 2020 |
| AAR CORP. | ||
| By: | /s/ JESSICA A. GARASCIA | |
| Jessica A. Garascia | ||
| Vice President, General Counsel and Secretary | ||
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