AIR AAR Corp

 

 

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): October 10, 2023

 

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Election of Director

 

On October 10, 2023, the Board of Directors (the “Board”) of AAR CORP. (the “Company”) increased the size of the Board to 11 members, increased the number of Class I directors to four, and elected Billy J. Nolen as a director to fill the vacancy created by the increase, effective immediately. As of the date hereof, the Board has not determined any committee appointments for Mr. Nolen.

 

There is no arrangement or understanding between Mr. Nolen and any other person pursuant to which he was selected as a director. Mr. Nolen does not have any direct or indirect material interest in any transaction or proposed transaction involving the Company required to be reported under Item 404(a) of Regulation S-K.

 

Consistent with the Company’s compensation practices for non-employee directors, Mr. Nolen will receive an annualized retainer of $95,000 and an award of 1,562 shares of restricted stock, which represents a pro-rata portion of the annual restricted stock award granted to directors on June 1, 2023. The restricted stock will vest on June 1, 2024.

 

A press release announcing the election of Mr. Nolen to the Company’s Board is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)                     Exhibits

 

Exhibit No.		Description
99.1		Press release issued by AAR CORP. on October 12, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: October 12, 2023

  

	AAR CORP.
	By:	/s/ Jessica A. Garascia
		Jessica A. Garascia
		Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE
October 12, 2023

 

Contact:
Media Team
Corporate Marketing and Communications
+1-630-227-5100
Editor@aarcorp.com

 

 

AAR elects Billy Nolen to its Board of Directors

 

Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that Billy Nolen has been elected to AAR’s Board of Directors, effective immediately.

 

Mr. Nolen, 66, brings more than 30 years of aviation experience across safety, operations, and regulatory affairs. He recently served as acting FAA Administrator and is currently the Chief Safety Officer at Archer Aviation Inc., a leading air mobility company known for developing electric vertical takeoff and landing (eVTOL) aircraft. While at the FAA, Mr. Nolen revamped certification requirements and airport-focused safety management systems and earlier served as the FAA’s Associate Administrator for Aviation Safety.

 

Mr. Nolen’s aviation experience began during his service in the U.S. Army, where he was an airplane and helicopter pilot and a safety officer. Following his military experience, Mr. Nolen moved into commercial aviation, becoming a pilot for American Airlines. There, Nolen transitioned to managing the company’s Operations Aviation Safety Action Partnership program before assuming a Senior Manager of Flight Safety position. He transitioned to Airlines for America, where he was the Senior Vice President of Safety, Security, and Operations, and to Qantas Group, where he was the Executive Manager of Group Safety and Health. Nolen later joined WestJet as Vice President of Safety, Security, and Quality.

 

“Mr. Nolen brings a unique combination of commercial, government, and military expertise in aviation and a vison for the future of the industry. He will add to the breadth of experience we have on our Board and help guide the continued execution of our strategy,” said John M. Holmes, AAR’s Chairman, President and CEO. “AAR prioritizes the safety of flight in all that we do. We look forward to advancing our ‘Quality first. Safety always.’ culture by drawing from Mr. Nolen’s strong safety background.”

 

 

“I admire AAR’s proactive approach to safety, including fidelity to its corporate safety management system program,” said Mr. Nolen. “Safety is paramount in aviation, and I’m honored to join a Board with values tied so closely to my own.”

 

For more information on AAR, visit aarcorp.com.

 

About AAR

 

AAR is a global aerospace and defense aftermarket solutions company with operations in over 20 countries. Headquartered in the Chicago area, AAR supports commercial and government customers through four operating segments: Parts Supply, Repair & Engineering, Integrated Solutions, and Expeditionary Services. Additional information can be found at aarcorp.com.

 

 

 

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Entity Address, Address Line One	One AAR Place
Entity Address, Address Line Two	1100 N. Wood Dale Road
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Title of 12(b) Security	Common Stock, $1.00 par value
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Common Stock [Member] | NEW YORK STOCK EXCHANGE, INC. [Member]
Document Information [Line Items]
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Trading Symbol	AIR
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