Current Report Filing (8-k)
March 17 2020 - 4:41PM
Edgar (US Regulatory)
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false
Common Stock, $1.00 par value
AIR
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2020-03-16
2020-03-17
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us-gaap:CommonStockMember
exch:XCHI
2020-03-16
2020-03-17
0000001750
us-gaap:CommonStockMember
exch:XNYS
2020-03-16
2020-03-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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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): March 17,
2020
AAR CORP.
(Exact name of registrant as specified in
its charter)
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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:
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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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On March 17, 2020, the Board of Directors
of AAR CORP. (the “Company”), at its regularly scheduled meeting, increased the size of the Board to 12 members and,
upon the recommendation of the Nominating and Governance Committee, elected H. John Gilbertson, Jr., as a director to fill the
vacancy created by the increase. Until 2012, Mr. Gilbertson was a managing director at Goldman Sachs Group, Inc. Mr. Gilbertson
is also a director of Dover Corporation, a publicly traded company, and Meijer, Inc., a privately held company.
Mr. Gilbertson will serve as a Class III
director for a term expiring at the Company’s 2020 annual meeting of stockholders.
Mr. Gilbertson 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. Gilbertson received a grant of 981 restricted shares, which represents a pro-rata portion of
the 3,922 share grant awarded to directors on June 3, 2019 for the fiscal year ending May 31, 2020. The restricted shares will
vest on June 3, 2020.
There was no arrangement or understanding
between Mr. Gilbertson 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. Gilbertson required to be disclosed herein.
A press release announcing the election
of Mr. Gilbertson 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
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Exhibit No.
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Description
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99.1
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Press release issued by AAR CORP. on March 17, 2020.
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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: March 17, 2020
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By:
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/s/ JESSICA A. GARASCIA
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Jessica A. Garascia
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Vice President, General Counsel
and Secretary
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