AAR CORP. (NYSE:AIR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendment to Articles of Incorporation or By-Laws; Change in Fiscal Year.
On July9, 2018, the board of directors (the “Board”) of AAR CORP. (the “Company”), upon the recommendation of the Nominating and Governance Committee, amended Section10 of ArticleII of the Company’s By-Laws (the “By-Laws”) to change the voting standard for the election of directors in uncontested elections to a majority voting standard from a plurality voting standard. The amendments took effect upon adoption.
Under the amended By-Laws, in an uncontested election each director will be elected by the affirmative vote of the majority of the votes cast with respect to such director at the meeting. The plurality voting standard that previously applied to both contested and uncontested director elections will continue to apply to contested director elections.
The amended By-Laws provide that any incumbent nominee for director who does not receive the affirmative vote of a majority of the votes cast with respect to such nominee in an uncontested election shall promptly tender his or her irrevocable resignation after such election, subject to acceptance by the Board. The independent directors of the Board shall decide, within 90 days after the election, whether to accept the tendered resignation, and the Company will promptly disclose the independent directors’ decision.
The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, as amended July9, 2018, a copy of which is filed as Exhibit3.1 to this Form8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
ExhibitIndex
