AAR CORP (Form: 8-K, Received: 07/14/2020 08:45:38)

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): July 13, 2020

AAR CORP.

(Exact name of registrant as specified in its charter)

Delaware		1-6263		36-2334820
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

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
Preferred Stock Purchase Rights	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 July 13, 2020, the Board of Directors of AAR CORP. (the “Company”), at its regularly scheduled meeting, increased the size of the Board to 13 members and, upon the recommendation of the Nominating and Governance Committee, elected Robert F. Leduc, as a director to fill the vacancy created by the increase. Mr. Leduc recently retired in early 2020 as president of Pratt & Whitney, a role he held since January 2016. Previously he served in a number of senior executive roles for more than 38 years at United Technologies Corporation., including president of Sikorsky Aircraft. Mr. Leduc is also a director of JetBlue Airways Corporation, and Howmet Aerospace Inc., each a publicly traded company.

Mr. Leduc will serve as a Class III director for a term expiring at the Company’s 2020 annual meeting of stockholders.

Mr. Leduc will participate in the Company’s standard director compensation programs as described in the Company’s most recent proxy statement. As part of his director compensation, Mr. Leduc received a grant of 5,289 restricted shares, which represents a pro-rata portion of the 5,976 share grant awarded to directors on June 1, 2020 for the fiscal year ending May 31, 2021. The restricted shares will vest on June 1, 2021.

There was no arrangement or understanding between Mr. Leduc and any other persons pursuant to which he was selected as a director. There are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between the Company and Mr. Leduc required to be disclosed herein.

A press release announcing the election of Mr. Leduc to the Company’s Board of Directors 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 July 14, 2020.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press release issued by AAR CORP. on July 14, 2020 (filed herewith).
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

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:

July 14, 2020

	AAR CORP.

	By:	/s/ JESSICA A. GARASCIA
		Jessica A. Garascia
		Vice President, General Counsel and Secretary

Exhibit 99.1

FOR IMMEDIATE RELEASE
July 14, 2020

Contact:
Dylan Wolin
+1.630.227.2000
dylan.wolin@aarcorp.com

AAR Elects Robert F. Leduc to its Board of Directors

Wood Dale, Illinois -- AAR (NYSE: AIR) announced today that Robert F. Leduc, retired President of Pratt & Whitney, has been elected to the Company's Board of Directors, effective immediately. The addition of Mr. Leduc increases the size of the Board from 12 to 13 directors.

"Bob brings significant industry and leadership experience as well as a deep knowledge of the aviation market from his time at United Technologies," said John M. Holmes, President and Chief Executive Officer of AAR. "We are very pleased to welcome Bob to our Board of Directors and look forward to his contributions.”

Mr. Leduc, 64, recently retired as president of Pratt & Whitney, a role he held since January 2016. Previously he served in a number of senior executive roles for more than 38 years at United Technologies Corporation., including president of Sikorsky Aircraft. He began his career in aerospace engineering at Pratt & Whitney, holding roles of increasing leadership responsibility in program management, strategy and customer support before being named Senior Vice President, Engine Programs & Customer Support in 1995. In 2000, he was appointed President of Large Commercial Engines and Chief Operating Officer. He is a member of the board of the Connecticut Science Center, and he established the Robert and Jeanne Leduc Center for Civic Engagement at the University of Massachusetts Dartmouth. He earned a B.S. degree in mechanical engineering from Southeastern Massachusetts University (now UMass Dartmouth) and an honorary doctorate in business from the University of Massachusetts.

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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 two operating segments: Aviation Services and Expeditionary Services. AAR’s Aviation Services include Parts Supply; OEM Solutions; Integrated Solutions; and Maintenance, Repair and Overhaul (MRO) Services. AAR’s Expeditionary Services include Mobility Systems and Composite Manufacturing operations. Additional information can be found at www.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, including the estimated contract value. 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, including those factors discussed under Item 1A, entitled “Risk Factors”, included in the Company’s Form 10-K for the fiscal year ended May 31, 2019 and the Company’s Form 10-Q for the fiscal quarter ended February 29, 2020. 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. For additional information, see the comments included in AAR’s filings with the Securities and Exchange Commission.