Shareholder Vote

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 20, 2022   AAR CORP. (Exact name of registrant as specified in its charter)   Delaware   1-6263   36-2334820 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   One AAR Place   1100 N. Wood Dale Road   Wood Dale , Illinois 60191 (Address of principal executive offices) (Zip Code)   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   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 5.07. Submission of Matters to a Vote of Security Holders.     On September 20, 2022, AAR Corp. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 32,565,570 shares of common stock, par value $1.00 per share, or approximately 91.97% of the 35,405,484 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or represented 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 9, 2022, 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 2025 annual meeting, as reflected in the following voting results:   Name of Nominee   For     Against     Abstain     Broker Non-Votes   JOHN M. HOLMES     31,139,907       388,463       95,761       941,439   ELLEN M. LORD     30,566,960       963,932       93,239       941,439   MARC J. WALFISH     28,971,102       2,307,596       345,433       941,439     The continuing directors of the Company are Anthony K. Anderson, Michael R. Boyce, H. John Gilbertson, Jr., Robert F. Leduc, Duncan J. McNabb, Peter Pace, David P. Storch and Jennifer L. Vogel.   Proposal 2: Advisory Proposal to Approve our Fiscal 2022 Executive Compensation.   The stockholders did not approve the advisory proposal to approve our fiscal 2022 executive compensation, as reflected in the following voting results:   For     Against     Abstain     Broker Non-Votes   12,517,527       19,009,821       96,783       941,439     Proposal 3: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending May 31, 2023.   The stockholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2023, as reflected in the following voting results:   For     Against     Abstain   31,609,593       858,207       97,770       SIGNATURES   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 20, 2022     AAR CORP.       By: /s/ Jessica A. Garascia     Jessica A. Garascia     Vice President, General Counsel, Chief Administrative Officer and Secretary