Shareholders at AAR CORP. (NYSE: AIR) approve pay and ratify KPMG

Rhea-AI Filing Summary

AAR CORP. reported results from its 2025 annual meeting of stockholders held on September 16, 2025. Stockholders representing 33,426,008 shares, about 93% of the 35,964,153 shares outstanding and entitled to vote, were present in person or by proxy.

Stockholders elected three Class II directors to three-year terms expiring at the 2028 annual meeting. John M. Holmes received 30,566,655 votes for, Ellen M. Lord received 29,716,379 votes for, and Jeffrey N. Edwards received 26,071,385 votes for, each with additional votes against, abstentions, and broker non-votes reported.

Stockholders approved, on an advisory basis, the Company’s Fiscal 2025 executive compensation, with 29,810,339 votes for and 1,925,382 against, and ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending May 31, 2026, with 32,519,666 votes for and 900,923 against.

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Common Stock, $1.00 par value AIR

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 16, 2025

AAR CORP.

(Exact name of registrant as specified in its charter)

Delaware		1-6263		36-2334820
(State of Incorporation )		(Commission File Number)		(IRS Employer Identification No.)

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		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $1.00 par value		AIR		New York Stock Exchange
				NYSE Texas

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 16, 2025, AAR CORP. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 33,426,008 shares of common stock, par value $1.00 per share, or approximately 93% of the 35,964,153 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 5, 2025, 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 2028 annual meeting, as reflected in the following voting results:

Name of Nominee		For			Against			Abstain			Broker Non-Votes
Jeffrey N. Edwards		26,071,385			5,679,722			3,843			1,671,058
John M. Holmes		30,566,655			1,184,313			3,982			1,671,058
Ellen M. Lord		29,716,379			2,008,633			29,938			1,671,058
Marc J. Walfish		28,849,972			2,900,894			4,084			1,671,058

The continuing directors of the Company are Michael R. Boyce, John W. Dietrich, Robert F. Leduc, Duncan J. McNabb, Billy J. Nolen, Peter Pace, Jennifer L. Vogel, and Hema Widhani.

Proposal 2: Advisory Proposal to Approve our Fiscal 2025 Executive Compensation.

The stockholders approved the advisory proposal for our Fiscal 2025 executive compensation, as reflected in the following voting results:

For			Against			Abstain			Broker Non-Votes
29,810,339			1,925,382			19,229			1,671,058

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, 2026, as reflected in the following voting results:

For			Against			Abstain
32,519,666			900,923			5,419

Item 9.01. Financial Statements and Exhibits.

(d)                     Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded in the Inline XBRL document)

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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 16, 2025

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

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FAQ

What was the shareholder turnout at AAR CORP. (AIR)'s 2025 annual meeting?

At the 2025 annual meeting, 33,426,008 shares of AAR CORP. common stock were represented in person or by proxy, which was approximately 93% of the 35,964,153 shares outstanding and entitled to vote.

Which directors were elected at AAR CORP. (AIR)'s 2025 annual meeting?

Stockholders elected three Class II directors to three-year terms expiring at the 2028 annual meeting: Jeffrey N. Edwards, John M. Holmes, and Ellen M. Lord. Each director received a separate vote total with for, against, abstain, and broker non-vote counts disclosed.

Did AAR CORP. (AIR) stockholders approve the 2025 executive compensation proposal?

Yes. Stockholders approved the advisory proposal on Fiscal 2025 executive compensation, with 29,810,339 votes for, 1,925,382 against, 19,229 abstentions, and 1,671,058 broker non-votes.

Who is AAR CORP. (AIR)'s independent registered public accounting firm for fiscal 2026?

Stockholders ratified the appointment of KPMG LLP as AAR CORP.’s independent registered public accounting firm for the fiscal year ending May 31, 2026, with 32,519,666 votes for, 900,923 against, and 5,419 abstentions.

Were there other continuing directors at AAR CORP. (AIR) besides those elected in 2025?

Yes. Continuing directors are listed as Michael R. Boyce, John W. Dietrich, Robert F. Leduc, Duncan J. McNabb, Billy J. Nolen, Peter Pace, Jennifer L. Vogel, and Hema Widhani.

When did AAR CORP. (AIR) hold its 2025 annual meeting of stockholders?

The 2025 annual meeting of stockholders of AAR CORP. was held on September 16, 2025.