UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☑                 Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

 

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐ Definitive Proxy Statement

 

☑ Definitive Additional Materials

 

☐ Soliciting Material Pursuant to Section 240.14a-12

Aircastle Limited

 

(Name of Registrant as Specified in its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 19, 2017

 

   

 

Meeting Information             

 

                  AIRCASTLE LIMITED    Meeting Type:         Annual Meeting
      For holders as of:   March 23, 2017
   

  Date:   May 19, 2017   Time:    10:00 AM EDT

      Location:  Delamar Greenwich Harbor
   

   500 Steamboat Road

   

   Greenwich, CT 06830

 

   

 

You are receiving this communication because you hold shares in the company named above.

                  AIRCASTLE LIMITED

                  300 FIRST STAMFORD PLACE

                  5TH FLOOR

                  STAMFORD, CT 06902

 

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

   

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

    See the reverse side of this notice to obtain proxy materials and voting instructions.

—  Before You Vote  —

How to Access the Proxy Materials

 

 

  Proxy Materials Available to VIEW or RECEIVE:

 

   

  1.    Notice & Proxy Statement            2.    Annual Report

 

  How to View Online:

 

Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com .

 

  How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one.

There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

                                 1) BY INTERNET :         www.proxyvote.com

                                 2) BY TELEPHONE :     1-800-579-1639

                                 3) BY E-MAIL* :             sendmaterial@proxyvote.com

 

* If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 5, 2017 to facilitate timely delivery.

 

   

 

How To Vote

Please Choose One of the Following Voting Methods

 

    

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession pa an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com . Have the 12-Digit Control Number availabe and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

  
  

 

Voting Items

 

              
The Board of Directors recommends you vote FOR the following:               
                
1. Election of Directors.

Nominees

 

01 Michael J. Cave    02 Ronald L. Merriman    03 Agnes Mura    04 Charles W. Pollard

The Board of Directors recommends you vote FOR the following proposal(s):

 

2. Appoint Ernst & Young LLP as the Company’s independent registered public accounting firm (which constitutes the auditor for the purpose of Bermuda law) to audit the Company’s financial statements for fiscal year 2017 and authorize the directors of Aircastle Limited, acting by the Audit Committee, to determine the independent registered public accounting firm’s fees.

 

3. Approve the Aircastle Limited Amended and Restated 2014 Omnibus Incentive Plan, including the Performance Goals established under the Plan for purposes of compliance with Section 162(m) of the Internal Revenue Code.

 

4. An Advisory Vote on Executive Compensation.

The Board of Directors recommends you vote 3 YEARS on the following proposal:

 

5. Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof. The validity of this proxy is governed by the Bermuda Companies Act 1981. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Annual General Meeting.

 

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