AAR Corporation

09/17/2024 | Press release | Distributed by Public on 09/17/2024 13:05

Proxy Results Form 8 K

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

On September 17, 2024, AAR CORP. (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, 34,102,046shares of common stock, par value $1.00 per share, or approximately 95% of the 35,849,986 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 such matters are more fully described in the Company's proxy statement filed on August 6, 2024, 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 2027 annual meeting, as reflected in the following voting results:

Name of Nominee For Against Abstain Broker
Non-Votes
Michael R. Boyce 23,666,496 8,580,803 6,703 1,848,044
Billy J. Nolen 31,012,875 1,234,524 6,603 1,848,044
Jennifer L. Vogel 28,730,606 3,516,703 6,693 1,848,044

The continuing directors of the Company are John W. Dietrich, Jeffrey N. Edwards, John M. Holmes, Robert F. Leduc, Ellen M. Lord, Duncan J. McNabb, Peter Pace and Marc J. Walfish.

Proposal 2: Advisory Proposal to Approve our Fiscal 2024 Executive Compensation.

The stockholders approved the advisory proposal for our Fiscal 2024 executive compensation, as reflected in the following voting results:

For Against Abstain Broker Non-Votes
30,087,740 2,147,236 19,026 1,848,044
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, 2025, as reflected in the following voting results:

For Against Abstain
32,850,091 1,244,680 7,275