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): May 16, 2017

AAON, INC.

(Exact name of Registrant as Specified in Charter) 

Nevada	0-18953	87-0448736
(State or Other Jurisdiction	(Commission File Number: )	(IRS Employer Identification No.)
of Incorporation)
2425 South Yukon, Tulsa, Oklahoma		74107
(Address of Principal Executive Offices)		(Zip Code)

(Registrant's telephone number, including area code): (918) 583-2266

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))

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.

On May 16, 2017, immediately following the Annual Meeting of Stockholders (the "Annual Meeting") of AAON, Inc. (the "Company"), Jerry R. Levine completed his current term and retired from the Company's Board of Directors. Mr. Levine's decision to not stand for re-election to the Board of Directors is not as a result of any disagreement with the Company. Stephen O. LeClair was elected to the Board of Directors (as disclosed in Item 5.07 below). Mr. LeClair was appointed as a member of the Compensation Committee and Audit Committee, each effective May 16, 2017. Mr. LeClair will be compensated in accordance with the Company's director compensation program as in effect from time to time. Additionally, Jack E. Short was re-elected to the Board of Directors. A copy of the Company's press release reporting these changes is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 16, 2017, the Company held its Annual Meeting. At the Annual Meeting, the Company's stockholders (i) elected each of the nominees listed below to the Company's Board of Directors to serve until the 2020 Annual Meeting of Stockholders, or until their respective successors are elected and qualified; (ii) ratified the selection of Grant Thornton, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017; (iii) approved, on an advisory basis, the compensation of the Company's named executive officers and (iv) approved, on an advisory basis, the frequency of future advisory votes on executive compensation once every three years. The final results for the votes regarding each proposal are set forth below.

(i) The voting results with respect to the election of each director were as follows:

Nominees:	For	Against	Abstain	Broker Non-Votes
Stephen O. LeClair	46,452,649	385,737	18,883	3,588,836
Jack E. Short	46,631,954	206,478	18,837	3,588,836

(ii) The voting results with respect to the ratification of the selection of Grant Thornton, LLP as the Company's

independent registered public accounting firm for the fiscal year ending December 31, 2017 were as follows:

For	Against	Abstain	Broker Non-Votes
49,997,734	431,917	16,454	—

(iii) The voting results with respect to the approval, on an advisory basis, of the compensation of the Company's named executive officers were as follows:

For	Against	Abstain	Broker Non-Votes
45,127,570	1,499,511	230,188	3,588,836

(iv) The voting results with respect to the approval, on an advisory basis, the frequency of future advisory votes on executive compensation every three years were as follows:

Votes for One Year	Votes for Two Years	Votes for Three Years	Abstain	Broker Non-Votes
20,713,923	3,751,205	22,357,579	34,562	—

Item 8.01    Other Events.

The Company today announced that, at the May 16, 2017 Board of Directors meeting following the Annual Meeting, its Board of Directors declared a regular semi-annual cash dividend of $0.13 per share. The dividend will be paid to stockholders of record as of the close of business on June 9, 2017, with a payment date of July 7, 2017.

A copy of the Company's press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press release dated May 17, 2017 announcing semi-annual cash dividend and changes to the Board of Directors.

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.

		AAON, INC.
Date:	May 17, 2017	By:	/s/ Luke A. Bomer
			Luke A. Bomer, Secretary

EX-99.1

Exhibit 99.1

NEWS BULLETIN	AAON, Inc.
	2425 South Yukon Ave. Ÿ Tulsa, OK 74107-2728
	Ÿ Ph: (918) 583-2266 Ÿ   Fax: (918) 583-6094 Ÿ
	Ÿhttp://www.aaon.comŸ
	For Further Information:
FOR IMMEDIATE RELEASE May 17, 2017	Jerry R. LevineŸ Phone: (914) 244-0292 Ÿ Fax: (914) 244-0295
	Email: jrladvisor@yahoo.com

AAON ANNOUNCES CASH DIVIDEND AND CHANGES TO THE BOARD OF DIRECTORS

TULSA, OK, May 17, 2017 - AAON, Inc. (NASDAQ-AAON) today announced that the Board of Directors has declared a regular semi-annual cash dividend of $0.13 per share or $0.26 annually. The dividend will be paid to stockholders of record as of the close of business on June 9, 2017, with a payment date of July 7, 2017.

Stephen O. LeClair, along with one incumbent, Jack E. Short, were elected to the Company's Board of Directors at the Annual Meeting of Stockholders on May 16, 2017. Jerry R. Levine did not stand for re-election and retired from the Company's Board of Directors immediately following the Annual Meeting, upon completion of his current term.

Norman H. Asbjornson, CEO, stated, "Please join me in thanking Jerry Levine for his nine years of service on the Company's Board of Directors. Jerry has provided investor and stockholder relations services to the Company since 1999, through his company, JRL Advisors, and his tenure on the Board was extremely beneficial to the Company and its stockholders. I am pleased to report that Jerry will continue to provide investor and stockholder relations services to the Company on a consulting basis through JRL Advisors, and we look forward to continuing to benefit from Jerry's extensive knowledge of the Company and professional background through his new Senior Advisor consulting position with the Company."

Mr. Asbjornson continued, "Please join me in welcoming Stephen O. LeClair to the Board of Directors. Mr. LeClair has 25 years of experience in various executive, manufacturing, finance, sales and operational positions. Mr. LeClair currently serves as President of HD Supply Waterworks (a position he has held since 2012), and in such role is responsible for leading the nation’s largest distributor of water, sewer, storm and fire protection products. Prior to his current role, he served as Chief Operating Officer of HD Supply Waterworks from 2008 to 2011, and President of HD Supply Lumber and Building Materials from April 2007 until its divestiture to ProBuild Holdings in 2008. Mr. LeClair joined HD Supply in 2005 as Senior Director of Operations. Prior to joining HD Supply, Mr. LeClair was a Senior Vice President at General Electric (GE) Capital Equipment Services from 2002 to 2006, and from 1992 to 2002 held various roles at GE Appliances and Power Generation in distribution, manufacturing and sales. Mr. LeClair is a graduate of GE Power Generation’s Manufacturing Management Program. He is a member of the Saint Louis University’s International Business School Advisory Board. Mr. LeClair holds a bachelor’s degree in Mechanical Engineering from Union College and an M.B.A. degree from the University of Louisville. Mr. LeClair’s extensive experience in operations, distribution, manufacturing and sales at two large public companies will bring to the Board strategic and operational expertise that will provide valuable insight to the Board across several phases of AAON’s business. Mr. LeClair’s public company experience will also allow him to compare and assess the differences in our operations and functions against other publicly traded companies, which will enable him to provide input and guidance on strengthening the practices of AAON."

AAON, Inc. is engaged in the engineering, manufacturing, marketing and sale of air conditioning and heating equipment consisting of standard, semi-custom and custom rooftop units, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps and coils. Since the founding of AAON in 1988, AAON has maintained a commitment to design, develop, manufacture and deliver heating and cooling products to perform beyond all expectations and demonstrate the value of AAON to our customers.

Certain statements in this news release may be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended. Statements regarding future prospects and developments are based upon current expectations and involve certain risks and uncertainties that could cause actual results and developments to differ materially from the forward-looking statements.