Current Report Filing (8-k)
September 27 2019 - 4:24PM
Edgar (US Regulatory)
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Common Stock, $1.00 par value
AIR
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2019-09-23
2019-09-24
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exch:XCHI
2019-09-23
2019-09-24
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us-gaap:CommonStockMember
exch:XNYS
2019-09-23
2019-09-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
Common Stock, $1.00 par value
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AIR
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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): September 24, 2019
AAR CORP.
(Exact name of registrant as specified in
its charter)
Delaware
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1-6263
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36-2334820
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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
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
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common
Stock, $1.00 par value
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AIR
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New York Stock Exchange
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Chicago Stock Exchange
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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 1.01. Entry
into a Material Definitive Agreement.
On September 25, 2019, the Company
entered into an Amendment No. 9 (the “Amendment”) to its credit agreement dated April 12, 2011, as amended, with
various financial institutions, as lenders and Bank of America, N.A., as administrative agent for the lenders (the “Credit
Agreement”).
Under the terms of
the Credit Agreement in effect prior to the Amendment, the aggregate revolving credit commitment amount was $500 million. The Amendment
increases that amount to $600 million. Under certain circumstances, the Company has the ability to request an increase to the revolving
credit commitment by an aggregate amount of up to $300 million.
Borrowings under the
Credit Agreement bear interest at the offered Eurodollar Rate plus 87.5 to 175 basis points based on certain financial measurements
if a Eurodollar Rate loan, or at the offered fluctuating Base Rate plus 0 to 75 basis points based on certain financial measurements
if a Base Rate loan.
The Amendment also
extends the maturity date of the Credit Agreement to September 25, 2024, and modifies certain covenants and definitions, including
the maximum adjusted total debt to EBITDA ratio, and the EBITDA definition.
Except as specifically
amended and modified by the Amendment, the terms and conditions of the Credit Agreement remain in effect.
The foregoing description
of the Amendment is qualified in its entirety by reference to the full text of the Amendment and the Credit Agreement. A
copy of the Amendment is filed as Exhibit 4.1 and incorporated herein by reference.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01
of this report is hereby incorporated into this Item 2.03 by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On September 24, 2019,
the Company held its 2019 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 32,625,868
shares of common stock, par value $1.00 per share, or 93.03% of the 35,066,967 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 15, 2019, and the final voting results on each such matter.
Proposal 1: Election
of Directors.
The stockholders elected
each of the Company’s three Class II director nominees for a three-year term expiring at the 2022 annual meeting, as reflected
in the following voting results:
Name of Nominee
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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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JAMES E. GOODWIN
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29,408,833
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1,928,919
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8,596
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1,279,520
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JOHN M. HOLMES
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31,041,947
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295,825
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8,576
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1,279,520
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MARC J. WALFISH
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30,634,861
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702,140
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9,347
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1,279,520
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The continuing directors
of the Company are Anthony K. Anderson, Michael R. Boyce, Patrick J. Kelly, Duncan J. McNabb, Peter Pace, David P. Storch, Jennifer
L. Vogel and Ronald B. Woodard.
Proposal 2: Advisory
Resolution to Approve our Fiscal 2019 Executive Compensation.
The stockholders approved
the Advisory Resolution to approve our Fiscal 2019 Executive Compensation, as reflected in the following voting results:
For
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Against
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Abstain
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Broker Non-Votes
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30,335,292
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996,842
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14,214
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1,279,520
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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, 2020, as reflected in the following voting results:
For
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Against
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Abstain
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32,039,234
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563,115
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23,519
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Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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4.1
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Amendment No.9 dated September 25, 2019 to Credit Agreement among AAR CORP., Bank of America, N.A., as administrative agent, and the various financial institutions party thereto.
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EXHIBIT INDEX
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: September 27, 2019
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AAR CORP.
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By:
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/s/ ROBERT J. REGAN
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Robert J. Regan
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Vice President, General Counsel and Secretary
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