StandardAero (NYSE: SARO) investors back board slate and 2026 pay plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

StandardAero, Inc. held its 2026 annual meeting of stockholders, where investors voted on three key proposals. As of the April 27, 2026 record date, 332,421,972 common shares were outstanding and entitled to vote.

Stockholders elected three Class II directors to terms ending at the 2029 annual meeting: Douglas V. Brandely received 254,562,317 votes for and 44,767,218 withheld, Wendy M. Masiello received 256,755,116 for and 42,574,419 withheld, and Stefan Weingartner received 255,266,012 for and 44,063,523 withheld, in each case with 2,081,532 broker non-votes.

Investors also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 301,175,226 votes for, 196,770 against, and 39,071 abstentions. On a non-binding basis, stockholders approved the executive compensation program, with 291,459,901 votes for, 7,830,710 against, 38,924 abstentions, and 2,081,532 broker non-votes.

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

Record date shares outstanding: 332,421,972 shares Votes for Wendy M. Masiello: 256,755,116 votes Votes for Douglas V. Brandely: 254,562,317 votes +4 more

7 metrics

Record date shares outstanding 332,421,972 shares Common stock entitled to vote as of April 27, 2026

Votes for Wendy M. Masiello 256,755,116 votes Election as Class II director

Votes for Douglas V. Brandely 254,562,317 votes Election as Class II director

Votes for Stefan Weingartner 255,266,012 votes Election as Class II director

Auditor ratification votes for 301,175,226 votes Ratification of PricewaterhouseCoopers LLP for 2026

Say-on-pay votes for 291,459,901 votes Approval of executive compensation on non-binding basis

Say-on-pay votes against 7,830,710 votes Opposing executive compensation resolution

Key Terms

broker non-votes, independent registered public accounting firm, non-binding basis, emerging growth company

4 terms

broker non-votes financial

"each to serve as such until the Company’s annual meeting... | Broker Non-Votes"

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.

independent registered public accounting firm financial

"ratification of PricewaterhouseCoopers 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.

non-binding basis financial

"approved, on a non-binding basis, the compensation of the Company’s named executive officers"

emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 06/26/2026 - 04:26 PM Accepted by SEC EDGAR 06/26/2026 - 04:26 PM

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 25, 2026

     

StandardAero, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-42298	30-1138150
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6710 North Scottsdale Road, Suite 250
Scottsdale, Arizona		85253
(Address of Principal Executive Offices)		(Zip Code)

      Registrant’s Telephone Number, Including Area Code:
 (480) 377-3100

N/A

(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, par value $0.01 per share	SARO	The New York 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 25, 2026, StandardAero, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 30, 2026. As of April 27, 2026, the record date for the Annual Meeting, there were 332,421,972 shares of the Company’s common stock outstanding and entitled to vote on the proposals voted on at the Annual Meeting. The voting results for each of the proposals are set forth below.

1. Election of Directors. The Company’s stockholders elected, by the vote indicated below, the following three persons as Class II directors, each to serve as such until the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified:


	Votes FOR	Votes WITHHELD	Broker Non-Votes
Douglas V. Brandely	254,562,317	44,767,218	2,081,532
Wendy M. Masiello	256,755,116	42,574,419	2,081,532
Stefan Weingartner	255,266,012	44,063,523	2,081,532

2. Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm. The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the vote indicated below:

      Votes
FOR

      Votes
AGAINST

      Votes
ABSTAINED

      Broker
Non-Votes

      301,175,226

      196,770

      39,071

      0

3. Approval of Executive Compensation. The Company’s stockholders approved, on a non-binding basis, the compensation of the Company’s named executive officers as described in the Proxy Statement, by the vote indicated below:

      Votes
FOR

      Votes
AGAINST

      Votes
ABSTAINED

      Broker
Non-Votes

      291,459,901

      7,830,710

      38,924

      2,081,532

No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			STANDARDAERO, INC.

Date:	June 26, 2026	By:	/s/ Daniel Satterfield
			Daniel Satterfield Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did StandardAero (SARO) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing three Class II directors, ratifying PricewaterhouseCoopers LLP as independent auditor for 2026, and approving executive compensation on a non-binding advisory basis. All three management proposals received sufficient support to pass.

Were StandardAero (SARO) director nominees elected at the 2026 annual meeting?

Yes. Douglas V. Brandely, Wendy M. Masiello, and Stefan Weingartner were elected as Class II directors. Each received over 254 million votes in favor, with their terms running until the 2029 annual meeting and until their successors are duly elected and qualified.

Did StandardAero (SARO) shareholders ratify PricewaterhouseCoopers LLP as auditor?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as StandardAero’s independent registered public accounting firm for the year ending December 31, 2026, with 301,175,226 votes for, 196,770 against, 39,071 abstentions, and no broker non-votes recorded on this item.

How did StandardAero (SARO) shareholders vote on executive compensation?

Shareholders approved the compensation of StandardAero’s named executive officers on a non-binding advisory basis. The vote totaled 291,459,901 shares for, 7,830,710 against, 38,924 abstentions, and 2,081,532 broker non-votes, indicating broad but not unanimous support for the pay program.

How many StandardAero (SARO) shares were eligible to vote at the 2026 meeting?

As of the April 27, 2026 record date, 332,421,972 shares of StandardAero common stock were outstanding and entitled to vote at the annual meeting. This share count determines the maximum possible votes for each proposal presented to stockholders.

Filing Exhibits & Attachments

1 document