AerSale holders back Texas move and board slate

AerSale Corporation reported results of its Annual Meeting of Stockholders held on June 11, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

AerSale Corporation reported results of its Annual Meeting of Stockholders held on June 11, 2026. Stockholders representing 44,028,852 shares, or approximately 93.2% of the 47,252,829 shares outstanding as of April 21, 2026, were present, providing a strong quorum.

All seven director nominees, including Nicolas Finazzo and Thomas Mitchell, were elected. Stockholders approved, on an advisory basis, the compensation of named executive officers and approved the redomestication of the company from Delaware to Texas by conversion. They also ratified Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Insights

AerSale’s 2026 meeting confirms board slate, pay practices, and a move to Texas.

Stockholder participation was high, with about 93.2% of outstanding shares represented. All seven directors were elected, indicating broad support for the existing board composition and oversight approach.

Advisory approval of executive compensation and ratification of Grant Thornton LLP as auditor suggest continuity in pay practices and financial oversight. Approval of redomestication from Delaware to Texas by conversion is a notable legal and governance change whose detailed implications would be defined in related governing documents.

8-K Event Classification

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

1 item

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.

Key Figures

Shares represented at meeting: 44,028,852 shares Shares outstanding: 47,252,829 shares Meeting participation: 93.2% +3 more

6 metrics

Shares represented at meeting 44,028,852 shares Present or represented by proxy at June 11, 2026 Annual Meeting

Shares outstanding 47,252,829 shares Common stock outstanding as of April 21, 2026 record date

Meeting participation 93.2% Percentage of outstanding shares represented at the Annual Meeting

Say-on-pay support 22,764,243 for vs. 16,946,341 against Advisory vote on named executive officer compensation

Redomestication vote 26,727,131 for vs. 12,926,608 against Approval to redomesticate from Delaware to Texas by conversion

Auditor ratification 42,907,551 for vs. 1,076,857 against Ratification of Grant Thornton LLP for fiscal year ending December 31, 2026

Key Terms

Annual Meeting of Stockholders, broker non-vote, redomestication, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2026"

broker non-vote financial

"BROKER NON-VOTE ... 4,312,157"

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.

redomestication financial

"To approve the redomestication of the Company from Delaware to Texas, by conversion"

Redomestication is a company changing its legal home from one country or state to another by re-registering or swapping shares, much like a person moving their official address to a new jurisdiction. Investors care because that legal home determines tax rules, shareholder rights, regulatory oversight and listing requirements, which can affect dividend treatment, voting power, legal protections and the ease of buying or selling the stock.

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"To approve, on an advisory basis, the compensation of the Company’s named executive officers"

FAQ

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

What did AerSale (ASLE) stockholders approve at the 2026 Annual Meeting?

Stockholders approved all proposals, including electing seven directors, executive pay on an advisory basis, redomestication to Texas, and ratifying Grant Thornton LLP as auditor. These votes confirm the company’s board, compensation approach, legal domicile change, and auditing firm for 2026.

How many AerSale (ASLE) shares were represented at the 2026 Annual Meeting?

A total of 44,028,852 shares were present or represented by proxy at the meeting. This represented approximately 93.2% of the 47,252,829 shares outstanding as of the April 21, 2026 record date, providing a strong quorum for voting.

Did AerSale (ASLE) stockholders approve the move from Delaware to Texas?

Yes, stockholders approved the redomestication of AerSale from Delaware to Texas by conversion. The proposal received 26,727,131 votes for, 12,926,608 against, and 62,956 abstentions, with 4,312,157 broker non-votes recorded on this item.

How did AerSale (ASLE) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of AerSale’s named executive officers. The vote totaled 22,764,243 shares for, 16,946,341 against, and 6,111 abstentions, with 4,312,157 broker non-votes, indicating mixed but overall supportive sentiment toward the pay program.

Which auditor did AerSale (ASLE) stockholders ratify for fiscal 2026?

Stockholders ratified Grant Thornton LLP as AerSale’s independent registered public accounting firm for 2026. The ratification received 42,907,551 votes for, 1,076,857 against, and 44,444 abstentions, showing strong support for continuing with Grant Thornton as external auditor.

Were all AerSale (ASLE) director nominees elected at the 2026 meeting?

Yes, all seven nominees, including Nicolas Finazzo, Robert B. Nichols, Lt. General Judith Fedder, Andrew Levy, Thomas Mullins, Carol DiBattiste, and Thomas Mitchell, were elected. Each received more votes for than against, with additional broker non-votes reported on the director election items.

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

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Accepted by SEC EDGAR 06/17/2026 - 06:02 AM

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) June 11, 2026

AERSALE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-38801	84-3976002
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9850 NW 41^st Street, Suite 400

Doral , FL 33178

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code

(305) 764-3200

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 (see General Instruction A.2. below):

¨	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, par value $0.0001 per share	ASLE	The Nasdaq Capital Market

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.

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2026, at which a total of 44,028,852 shares of the Company’s common stock were present or represented by proxy, representing approximately 93.2% of the 47,252,829 shares of the Company’s common stock outstanding as of April 21, 2026, the record date for the Annual Meeting, and constituting a quorum.

Set forth below are the voting results for the proposals considered and voted upon by the Company’s stockholders at the Annual Meeting, each of which were more fully described in the Proxy Statement.

Item 1: To elect seven (7) directors to serve until the Company’s 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified.

	FOR		AGAINST		ABSTAIN		BROKER NON- VOTE
Nicolas Finazzo		32,312,728		7,359,156		44,811		4,312,157
Robert B. Nichols		32,694,306		6,977,545		44,844		4,312,157
Lt. General Judith Fedder		30,564,322		9,115,609		36,764		4,312,157
Andrew Levy		32,616,492		7,049,890		50,313		4,312,157
Thomas Mullins		36,838,626		2,830,963		47,106		4,312,157
Carol DiBattiste		35,873,345		3,797,089		46,261		4,312,157
Thomas Mitchell		37,052,271		2,618,154		46,270		4,312,157

Item 2: To approve, on an advisory basis, the compensation of the Company’s named executive officers.

FOR			AGAINST				ABSTAIN				BROKER NON-VOTE
22,764,243				16,946,341				6,111				4,312,157

Item 3: To approve the redomestication of the Company from Delaware to Texas, by conversion.

FOR			AGAINST				ABSTAIN				BROKER NON-VOTE
26,727,131				12,926,608				62,956				4,312,157

Item 4: To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

FOR			AGAINST				ABSTAIN
42,907,551				1,076,857				44,444

Broker Non-Votes – none

Based on the foregoing votes Nicolas Finazzo, Robert B. Nichols, Lt. General Judith Fedder, Andrew Levy, Thomas Mullins, Carol DiBattiste, and Thomas Mitchell were elected as directors, Item 2 was approved on an advisory basis, Item 3 was approved, and Item 4 was ratified.

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.

	AERSALE CORPORATION

Date: June 16, 2026	By:	/s/ Paul A. Hechenberger
	Name:	Paul A. Hechenberger
	Title:	Senior Vice President, General Counsel & Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

AerSale holders back Texas move and board slate

Rhea-AI Filing Summary