Current Report Filing (8-k)
July 14 2020 - 8:45AM
Edgar (US Regulatory)
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Common Stock, $1.00 par value
AIR
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AIR
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2020-07-13
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Common Stock, $1.00 par value
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AIR
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Preferred Stock Purchase Rights
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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): July 13, 2020
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:
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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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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Preferred Stock Purchase Rights
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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 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 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.
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AAR CORP.
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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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