AAR CORP Stock Plan Wins 33.8M Votes at 2026 Meeting

Stockholders also elected three Class III directors and ratified KPMG LLP for the fiscal year ending May 31, 2027.

Rhea-AI Filing Summary

AAR CORP (symbol: AIR) is the issuer of record for a Form 8-K filing submitted to the SEC. AAR CORP. stockholders approved the AAR CORP. 2026 Stock Plan at the September 23, 2026 annual meeting. The plan permits discretionary grants of stock options, stock awards, stock unit awards, stock appreciation rights, and other stock-based and cash-based awards to employees, non-employee directors, and certain other eligible service providers. It received 33,805,637 votes for and 1,984,579 against.

Stockholders elected Class III director nominees John W. Dietrich, Robert F. Leduc, and Peter Pace to three-year terms expiring at the 2029 annual meeting, approved the advisory proposal on Fiscal Year 2026 executive compensation, and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending May 31, 2027. A total of 37,391,244 shares were present, approximately 93% of the 40,258,840 shares outstanding and entitled to vote.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares present in person or by proxy: 37,391,244 shares Shares outstanding and entitled to vote: 40,258,840 shares Meeting participation: Approximately 93% +4 more

7 metrics

Shares present in person or by proxy 37,391,244 shares At the September 23, 2026 annual meeting

Shares outstanding and entitled to vote 40,258,840 shares At the September 23, 2026 annual meeting

Meeting participation Approximately 93% Of shares outstanding and entitled to vote

Votes for the 2026 Stock Plan 33,805,637 votes Annual meeting vote

Votes against the 2026 Stock Plan 1,984,579 votes Annual meeting vote

Votes for the executive compensation advisory proposal 34,285,245 votes Fiscal Year 2026 executive compensation proposal

Votes for ratifying KPMG LLP 36,470,764 votes Appointment for the fiscal year ending May 31, 2027

Key Terms

stock appreciation rights, stock unit awards, Broker Non-Vote, advisory proposal

4 terms

stock appreciation rights technical

"stock unit awards, stock appreciation rights"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

stock unit awards financial

"stock awards, stock unit awards"

Broker Non-Vote technical

"Abstain | Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

advisory proposal regulatory

"approved the advisory proposal for our Fiscal Year 2026 executive compensation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did AIR stockholders vote on the 2026 Stock Plan?

AAR CORP. stockholders approved the 2026 Stock Plan with 33,805,637 votes for and 1,984,579 against on September 23, 2026. The plan permits discretionary grants of stock options, stock awards, stock unit awards, stock appreciation rights, and other stock-based and cash-based awards to employees, non-employee directors, and certain other eligible service providers.

How many shares were represented at AIR's 2026 annual meeting?

37,391,244 shares were present in person or by proxy, approximately 93% of the 40,258,840 shares outstanding and entitled to vote. The annual meeting was held on September 23, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 23, 2026

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

As described in Item 5.07 below, on September 23, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of AAR CORP. (the “Company”), the stockholders of the Company approved the AAR CORP. 2026 Stock Plan (referred to as “our new stock plan”), which provides for discretionary grants of stock options, stock awards, stock unit awards, stock appreciation rights and other stock-based and cash-based awards to employees, non-employee directors and certain other eligible service providers. Our new stock plan was previously approved by the Company’s Board of Directors and is more fully described in the related proposal in the Company’s Proxy Statement filed on August 4, 2026.

The foregoing description of our new stock plan is qualified in its entirety by reference to the full text of our new stock plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 23, 2026, the Company held its Annual Meeting. At the Annual Meeting, 37,391,244 shares of common stock, par value $1.00 per share, or approximately 93% of the 40,258,840 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 4, 2026, and the final voting results on each such matter.

Proposal 1: Election of Directors.

The stockholders elected each of the Company’s Class III director nominees to the Board of Directors for a three-year term expiring at the 2029 annual meeting of stockholders, as reflected in the following voting results:

Name of Nominee	For	Against	Abstain	Broker Non-Vote
John W. Dietrich	34,722,656	1,071,178	12,433	1,584,977
Robert F. Leduc	34,715,647	1,078,327	12,293	1,584,977
Peter Pace	33,584,745	2,209,353	12,169	1,584,977

The continuing directors of the Company are Michael R. Boyce, Jeffrey N. Edwards, John M. Holmes, Ellen M. Lord, Billy J. Nolen, Jennifer L. Vogel, Marc J. Walfish, and Hema Widhani.

Proposal 2: Advisory Proposal to Approve our Fiscal Year 2026 Executive Compensation.

The stockholders approved the advisory proposal for our Fiscal Year 2026 executive compensation, as reflected in the following voting results:

For	Against	Abstain	Broker Non-Vote
34,285,245	1,475,837	45,185	1,584,977

Proposal 3: Approval of our New Stock Plan.

The stockholders approved our new stock plan, as reflected in the following voting results:

For	Against	Abstain	Broker Non-Vote
33,805,637	1,984,579	16,051	1,584,977

2

Proposal 4: 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, 2027, as reflected in the following voting results:

For	Against	Abstain
36,470,764	905,880	14,600

Item 9.01. Financial Statements and Exhibits.

(d)                     Exhibits

Exhibit No.		Description
10.1		AAR CORP. 2026 Stock Plan (incorporated by reference to Appendix C to the Company’s Proxy Statement filed on August 4, 2026)
104		Cover Page Interactive Data File (embedded in the Inline XBRL document)

3

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 24, 2026

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

4

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 27.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 36.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 25.9 KB