8-K

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

Date of Report (Date of earliest event reported): October 10, 2023

AAR CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-6263	36-2334820
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One AAR Place
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 Stock, $1.00 par value	AIR	New York Stock Exchange
		Chicago 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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On October 10, 2023, the Board of Directors (the “Board”) of AAR CORP. (the “Company”) increased the size of the Board to 11 members, increased the number of Class I directors to four, and elected Billy J. Nolen 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. Nolen.

There is no arrangement or understanding between Mr. Nolen and any other person pursuant to which he was selected as a director. Mr. Nolen 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. Nolen will receive an annualized retainer of $95,000 and an award of 1,562 shares of restricted stock, which represents a pro-rata portion of the annual restricted stock award granted to directors on June 1, 2023. The restricted stock will vest on June 1, 2024.

A press release announcing the election of Mr. Nolen 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 October 12, 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: October 12, 2023

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

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE
October 12, 2023

Contact:
Media Team
Corporate Marketing and Communications
+1-630-227-5100
Editor@aarcorp.com

AAR elects Billy Nolen to its Board of Directors

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

Mr. Nolen, 66, brings more than 30 years of aviation experience across safety, operations, and regulatory affairs. He recently served as acting FAA Administrator and is currently the Chief Safety Officer at Archer Aviation Inc., a leading air mobility company known for developing electric vertical takeoff and landing (eVTOL) aircraft. While at the FAA, Mr. Nolen revamped certification requirements and airport-focused safety management systems and earlier served as the FAA’s Associate Administrator for Aviation Safety.

Mr. Nolen’s aviation experience began during his service in the U.S. Army, where he was an airplane and helicopter pilot and a safety officer. Following his military experience, Mr. Nolen moved into commercial aviation, becoming a pilot for American Airlines. There, Nolen transitioned to managing the company’s Operations Aviation Safety Action Partnership program before assuming a Senior Manager of Flight Safety position. He transitioned to Airlines for America, where he was the Senior Vice President of Safety, Security, and Operations, and to Qantas Group, where he was the Executive Manager of Group Safety and Health. Nolen later joined WestJet as Vice President of Safety, Security, and Quality.

“Mr. Nolen brings a unique combination of commercial, government, and military expertise in aviation and a vison for the future of the industry. He will add to the breadth of experience we have on our Board and help guide the continued execution of our strategy,” said John M. Holmes, AAR’s Chairman, President and CEO. “AAR prioritizes the safety of flight in all that we do. We look forward to advancing our ‘Quality first. Safety always.’ culture by drawing from Mr. Nolen’s strong safety background.”

“I admire AAR’s proactive approach to safety, including fidelity to its corporate safety management system program,” said Mr. Nolen. “Safety is paramount in aviation, and I’m honored to join a Board with values tied so closely to my own.”

For more information on AAR, visit aarcorp.com.

About AAR

AAR 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 four operating segments: Parts Supply, Repair & Engineering, Integrated Solutions, and Expeditionary Services. Additional information can be found at 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, which reflect management’s expectations about future conditions, including the continued execution of our strategy and advancement of our quality and safety culture. Forward-looking statements may also be identified because they contain words such as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘continue,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘likely,’’ ‘‘may,’’ ‘‘might,’’ ‘‘plan,’’ ‘‘potential,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘seek,’’ ‘‘should,’’ ‘‘target,’’ ‘‘will,’’ ‘‘would,’’ or similar expressions and the negatives of those terms. 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. For a discussion of these and other risks and uncertainties, refer to “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. 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.

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Cover	Oct. 10, 2023
Document Information [Line Items]
Document Type	8-K
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Document Period End Date	Oct. 10, 2023
Entity File Number	1-6263
Entity Registrant Name	AAR CORP.
Entity Central Index Key	0000001750
Entity Tax Identification Number	36-2334820
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	One AAR Place
Entity Address, Address Line Two	1100 N. Wood Dale Road
Entity Address, City or Town	Wood Dale
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60191
City Area Code	630
Local Phone Number	227-2000
Written Communications	false
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member] | NYSE CHICAGO, INC. [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	AIR
Security Exchange Name	CHX
Common Stock [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	AIR
Security Exchange Name	NYSE