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 11, 2016
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)
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1-6263 |
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36-2334820 |
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(Commission File Number) |
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(IRS Employer Identification
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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:
¨ 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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of stockholders of AAR CORP. (the “Company”) held on October 11, 2016, the stockholders of the Company approved a First Amendment to the AAR CORP. 2013 Stock Plan (the “Plan”). The Board of Directors of the Company had previously approved the First Amendment. Among other things, the First Amendment (i) increases by 2,850,000 the number of shares of the Company’s common stock that is available for issuance under the Plan and (ii) adds a limitation on the awards granted under the Plan to non-employee directors such that the fair market value of shares subject to awards granted to any non-employee director in any calendar year, together with cash compensation paid to such non-employee director in such calendar year, cannot exceed $500,000.
The foregoing description of the First Amendment is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed with this Current Report as Exhibit 10 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 11, 2016, the Company held its 2016 annual meeting of stockholders. At the annual meeting, 32,771,142 shares of common stock, par value $1.00 per share, or 95.54% of the 34,299,774 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 31, 2016, and the final voting results on each such matter.
Proposal 1: Election of Directors.
The stockholders elected each of the Company’s four Class II director nominees for a three-year term expiring at the 2019 annual meeting, as reflected in the following voting results:
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Name of Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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NORMAN R. BOBINS |
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25,948,139 |
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4,354,331 |
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2,468,672 |
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RONALD R. FOGLEMAN |
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25,211,488 |
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5,090,982 |
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2,468,672 |
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JAMES E. GOODWIN |
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26,802,177 |
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3,500,293 |
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2,468,672 |
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MARC J. WALFISH |
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26,803,651 |
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3,498,819 |
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2,468,672 |
The continuing directors of the Company are Anthony K. Anderson, Michael R. Boyce, Patrick J. Kelly, Peter Pace, Timothy J. Romenesko, David P. Storch, Jennifer L. Vogel 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, 2016, as reflected in the following voting results:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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22,791,964 |
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7,480,792 |
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29,714 |
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2,468,672 |
Proposal 3: Approval of First Amendment to the AAR CORP. 2013 Stock Plan.
The stockholders approved the First Amendment to the AAR CORP. 2013 Stock Plan, as reflected in the following voting results:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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27,510,656 |
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2,779,486 |
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12,328 |
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2,468,672 |
Proposal 4: 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, 2017, as reflected in the following voting results:
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For |
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Against |
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Abstain |
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32,311,840 |
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454,560 |
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4,742 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10 |
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First Amendment to the AAR CORP. 2013 Stock Plan |
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.
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Date: October 12, 2016 |
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AAR CORP. |
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By: |
/s/ ROBERT J. REGAN |
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Robert J. Regan |
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Vice President, General Counsel and Secretary |
Exhibit 10
FIRST AMENDMENT TO THE
AAR CORP. 2013 STOCK BENEFIT PLAN
WHEREAS, AAR CORP. (the “Company”) maintains the AAR CORP. 2013 Stock Benefit Plan (the “Plan”); and
WHEREAS, the Company has reserved the right to amend the Plan and now deems it appropriate to do so.
NOW, THEREFORE, the Company hereby amends the Plan as follows, effective as of July 11, 2016:
1. The first sentence of Subsection 3.3(b) is amended to add “working capital turns” to the following list of performance criteria, to read as follows:
(b) Performance goals may be based on one or more business criteria, including, but not limited to: earnings, earnings per share or earnings per share growth; earnings before interest and taxes, or earnings before interest, taxes, depreciation and/or amortization; Share price; total stockholder return, return on assets; net asset turnover; inventory turnover; return on capital or return on invested capital; return on equity; cash flow; net or pre-tax income; profit margin; working capital turns; market share; expense management; revenue; revenue growth; stockholder equity; leverage ratio; investment rating; and debt coverage.
2. Subsection 4.1(a) of the Plan is amended to read as follows:
(a) The total number of Shares that may be available for Awards under the Plan, including without limitation the total number of Shares that may be subject to ISOs under the Plan, from and after October 9, 2013, shall be 5,350,000 Shares (2,500,000 Shares prior to October 11, 2016 and an additional 2,850,000 Shares from and after October 11, 2016), adjusted in accordance with the provisions of Section 4.3 hereof. The Shares so issued may be Shares held in the treasury or Shares that are authorized but unissued, as elected by the Committee.
3. Subsection 4.1(c) of the Plan is amended by adding a new final sentence to read as follows:
(c) Any Shares purchased by the Company with proceeds from an Option exercise shall not again be available for issuance pursuant to subsequent Awards, shall count against the aggregate number of Shares that may be issued under the Plan and shall not increase the number of Shares available under the Plan.
4. Section 4.2 of the Plan is amended by adding a new subsection 4.2(c) to read as follows:
(c) The Fair Market Value of Shares that may be subject to Awards granted to any Non-Employee Director in any calendar year, together with the cash compensation paid to such Non-Employee Director in such calendar year, shall not exceed $500,000.
5. The third sentence of Section 5 of the Plan is amended to read as follows:
An Award Agreement shall contain a vesting schedule as determined in the sole discretion of the Compensation Committee; provided that Options and SARs shall not become exercisable until at least one year following the date of grant, and the restrictions on Stock Awards and Stock Units shall not lapse for at least one year following the date of grant; and provided further that notwithstanding the foregoing, no minimum vesting schedule shall apply to Awards that result in the issuance of up to an aggregate of 5% of the Shares reserved for issuance under Section 4 (285,000 Shares). An Award Agreement may, in the sole discretion of the Compensation Committee, contain a non-competition agreement, a confidentiality provision, provisions for forfeiture and such restrictions, conditions and other terms as the Committee shall determine in its sole discretion.
6. Subsection 7.2(c) of the Plan is amended to read as follows:
(c) Subject to the restrictions set forth herein and in the related Stock Award Agreement, upon grant of a Stock Award to a Participant, the Participant shall be a stockholder with respect to all the Shares subject to such Stock Award and shall have all the rights of a stockholder with respect to such Shares, including the right to vote such Shares and to receive dividends and other distributions paid with respect to such Shares. The Company shall issue the number of Shares granted under a Stock Award on an uncertificated basis, with the Participant’s ownership of such Shares evidenced by book entry in the records of the Company’s transfer agent. Following the lapse of all restrictions on the Stock Award, upon the Participant’s request, the Company shall issue, in the name of the Participant, stock certificates representing the Shares subject to the Stock Award.