FTAI Aviation (FTAI) investors approve directors, pay plan and KPMG audit

Rhea-AI Filing Summary

FTAI Aviation Ltd. reported the results of its 2026 Annual General Meeting held on May 28, 2026. Shareholders elected three Class I directors—Joseph P. Adams, Jr., Judith A. Hannaway, and Martin Tuchman—to serve until the 2029 Annual General Meeting.

Shareholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 80,859,607 votes for and 4,510,523 against. In addition, shareholders ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 94,181,439 votes for and 101,827 against.

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

Votes for Adams: 80,299,102 votes Votes for Hannaway: 71,852,516 votes Votes for Tuchman: 79,276,924 votes +5 more

8 metrics

Votes for Adams 80,299,102 votes Election of Joseph P. Adams, Jr. as Class I director

Votes for Hannaway 71,852,516 votes Election of Judith A. Hannaway as Class I director

Votes for Tuchman 79,276,924 votes Election of Martin Tuchman as Class I director

Say-on-pay support 80,859,607 votes for Non-binding advisory vote on executive compensation

Say-on-pay against 4,510,523 votes against Non-binding advisory vote on executive compensation

Auditor ratification for 94,181,439 votes for Ratification of KPMG LLP for fiscal year ending December 31, 2026

Auditor ratification against 101,827 votes against Ratification of KPMG LLP for fiscal year ending December 31, 2026

Broker non-votes on proposals 1 and 2 8,894,304 broker non-votes Director elections and say-on-pay under Nasdaq rules

Key Terms

broker non-votes, non-binding advisory basis, independent registered public accounting firm, Nasdaq rules

4 terms

broker non-votes financial

"Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"shareholders voted to approve, on a non-binding advisory basis, the compensation of our named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm"

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.

Nasdaq rules regulatory

"precluded by the rules of The Nasdaq Global Select Market (“Nasdaq”) from voting on a particular matter"

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

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Understanding 8-K Material Events →

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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): May 28, 2026

FTAI Aviation Ltd.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-37386	98-1420784
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

405 West 13th Street, 3rd Floor, New York, New York 10014

(Address of Principal Executive Offices) (Zip Code)

(332) 239-7600

(Registrant’s Telephone Number, Including Area Code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of each class:	Trading Symbol:	Name of each exchange on which registered:
Ordinary shares, $0.01 par value per share	FTAI	The Nasdaq Global Select Market
8.25% Fixed Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares	FTAIN	The Nasdaq Global Select Market
9.50% Fixed Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares	FTAIM	The Nasdaq Global Select Market

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

At the 2026 Annual General Meeting (the “Annual Meeting”) held on May 28, 2026, the shareholders of FTAI Aviation Ltd. (the “Company”) voted on the matters described below.

(1)  The Company’s shareholders elected three Class I directors, who comprise all the directors of such class, to serve until the 2029 Annual General Meeting and until their respective successors are duly elected or appointed and qualified. The numbers of shares that voted for the election of such director, withheld authority to vote for such director, and represented broker non-votes with respect to this proposal are summarized in the table below.

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes*
Joseph P. Adams, Jr.		80,299,102		5,112,241		8,894,304
Judith A. Hannaway		71,852,516		13,558,827		8,894,304
Martin Tuchman		79,276,924		6,134,419		8,894,304

(2)  The Company’s shareholders voted to approve, on a non-binding advisory basis, the compensation of our named executive officers. The numbers of shares that voted for, against, abstained from voting for or against, and represented broker non-votes with respect to this proposal are summarized in the table below.

Votes For		Votes Against		Abstentions		Broker Non-Votes*
80,859,607		4,510,523		41,213		8,894,304

(3)  The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of KPMG LLP are summarized in the table below.

Votes For		Votes Against		Abstentions
94,181,439		101,827		22,381

* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of The Nasdaq Global Select Market (“Nasdaq”) from voting on a particular matter. Under Nasdaq rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were not entitled to vote on (i) the election of directors or (ii) the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers, but they were entitled to vote on the ratification of the appointment of the independent registered public accounting firm.

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.

	FTAI Aviation Ltd.
	By:	/s/ Nicholas McAleese
	Name:	Nicholas McAleese
	Title:	Chief Financial Officer
Date: May 29, 2026

FAQ

What did FTAI (FTAI) shareholders decide at the 2026 Annual General Meeting?

Shareholders elected three Class I directors, approved executive compensation on a non-binding advisory basis, and ratified KPMG LLP as independent auditor for the fiscal year ending December 31, 2026, confirming the company’s proposed governance and audit arrangements.

Were FTAI (FTAI) director nominees approved at the 2026 meeting?

Yes. All three Class I director nominees—Joseph P. Adams, Jr., Judith A. Hannaway, and Martin Tuchman—were elected to serve until the 2029 Annual General Meeting, receiving more votes for than withheld, with additional broker non-votes reported for each nominee.

How did FTAI (FTAI) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of FTAI’s named executive officers on a non-binding advisory basis, with 80,859,607 votes for, 4,510,523 votes against, 41,213 abstentions, and 8,894,304 broker non-votes, indicating overall support for the company’s pay practices.

Which audit firm did FTAI (FTAI) shareholders ratify for fiscal 2026?

Shareholders ratified KPMG LLP as FTAI Aviation Ltd.’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 94,181,439 votes for, 101,827 votes against, and 22,381 abstentions recorded in the vote tally.

What are broker non-votes in the FTAI (FTAI) 2026 meeting results?

Broker non-votes arise when brokers holding shares in street name lack voting instructions on non-routine matters. Under Nasdaq rules, such brokers could not vote on director elections or executive pay, but could vote on the auditor ratification, leading to 8,894,304 broker non-votes on certain items.

How long will the newly elected FTAI (FTAI) directors serve?

The three elected Class I directors will serve until the 2029 Annual General Meeting and until their respective successors are duly elected or appointed and qualified, providing continuity on the company’s board for the upcoming multi-year period.

Filing Exhibits & Attachments

4 documents

Other Documents

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