UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 20, 2022, AAR Corp. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 32,565,570 shares of common stock, par value $1.00 per share, or approximately 91.97% of the 35,405,484 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or represented 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 9, 2022, 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 2025 annual meeting, as reflected in the following voting results:
| Name of Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| JOHN M. HOLMES | 31,139,907 | 388,463 | 95,761 | 941,439 | ||||||||||||
| ELLEN M. LORD | 30,566,960 | 963,932 | 93,239 | 941,439 | ||||||||||||
| MARC J. WALFISH | 28,971,102 | 2,307,596 | 345,433 | 941,439 | ||||||||||||
The continuing directors of the Company are Anthony K. Anderson, Michael R. Boyce, H. John Gilbertson, Jr., Robert F. Leduc, Duncan J. McNabb, Peter Pace, David P. Storch and Jennifer L. Vogel.
Proposal 2: Advisory Proposal to Approve our Fiscal 2022 Executive Compensation.
The stockholders did not approve the advisory proposal to approve our fiscal 2022 executive compensation, as reflected in the following voting results:
| For | Against | Abstain | Broker Non-Votes | ||||||||||
| 12,517,527 | 19,009,821 | 96,783 | 941,439 | ||||||||||
Proposal 3: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending May 31, 2023.
The stockholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2023, as reflected in the following voting results:
| For | Against | Abstain | |||||||
| 31,609,593 | 858,207 | 97,770 | |||||||
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: September 20, 2022
| AAR CORP. | ||
| By: | /s/ Jessica A. Garascia | |
| Jessica A. Garascia | ||
| Vice President, General Counsel, Chief Administrative Officer and Secretary | ||