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

 

October 13, 2015

Date of Report (Date of earliest event reported)

 

AAR CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

 

One AAR Place, 1100 N. Wood Dale Road

Wood Dale, Illinois 60191

(Address and Zip Code of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (630) 227-2000

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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

 

On October 13, 2015, AAR Corp. (the “Company”) held its 2015 annual meeting of stockholders (the “Annual Meeting”).  At the Annual Meeting, 34,027,591 shares of common stock, par value $1.00 per share, or approximately 95.80%  of the 35,516,483 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy.  Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting, as described in the Company’s proxy statement filed on August 28, 2015, and the final voting results on each such matter.

 

Proposal 1:                                   Election of Directors.

 

The stockholders elected each of the Company’s three Class I director nominees for a three-year term expiring at the 2018 annual meeting, as reflected in the following voting results:

 

Name of Nominee		For		Withheld		Broker Non-Votes
Anthony K. Anderson		27,193,664		3,989,112		2,844,815
Michael R. Boyce		27,200,408		3,982,368		2,844,815
David P. Storch		26,574,751		4,608,025		2,844,815

 

The continuing directors of the Company are Norman R. Bobins, Ronald R. Fogleman, James E. Goodwin, Patrick J. Kelly, Peter Pace, Timothy J. Romenesko, Marc J. Walfish and Ronald B. Woodard.

 

Proposal 2:                                   Advisory Vote on Executive Compensation.

 

The stockholders approved the advisory vote on executive compensation for the fiscal year ended May 31, 2015, as reflected in the following voting results:

 

For		Against		Abstain		Broker Non-Votes
23,740,139		7,375,706		66,931		2,844,815

 

Proposal 3:                                   Ratification of Appointment of Independent Registered Public Accounting Firm.

 

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2016, as reflected in the following voting results:

 

 

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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: October 16, 2015
	AAR CORP.
	By:	/s/ ROBERT J. REGAN
		Robert J. Regan
		Vice President, General Counsel and Secretary

 

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