AAR CORP. (NYSE:AIR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On July10, 2017, the Board of Directors of AAR CORP. (the “Company”), at its regularly scheduled meeting, increased the size of the Board to 14 members and, upon the recommendation of the Nominating and Governance Committee, elected John M. Holmes as a director to fill the vacancy created by the increase. Mr.Holmes is currently the President and Chief Operating Officer of the Company.

Mr.Holmes will serve as a ClassII director for a term expiring at the Company’s 2019 annual meeting of stockholders. Mr.Holmes will not serve on any committee of the Board.

Appointment of Chief Financial Officer

On July10, 2017, the Company announced that Michael D. Milligan will join the Company on September1, 2017 as Vice President and Chief Financial Officer. As previously reported, Timothy J. Romenesko, the Company’s current Vice Chairman and Chief Financial Officer, is retiring from the Company on December31, 2017. Prior to his retirement, Mr.Romenesko will assist Mr.Milligan with the assumption of his responsibilities as Chief Financial Officer of the Company.

Mr.Milligan most recently served for 16 years as Senior Vice President and Chief Financial Officer of NES Rental Holdings,Inc., (a Chicago-based company that provided aerial lift, material handling and general equipment services to construction and industrial service companies until its sale to United Rentals Inc. earlier this year). Mr.Milligan was previously Executive Vice President and Chief Financial Officer of Telenisus Corporation from 1999 to 2001 and, prior thereto, was a partner with Pricewaterhouse Coopers LLP.

For the Company’s current fiscal year, Mr.Milligan will receive an annual base salary of $450,000, a target annual cash bonus opportunity of $337,500 (75% of annual base salary) and stock awards with a dollar value of $750,000. The Company will enter into a severance and change in control agreement with Mr.Milligan in the form entered into with certain other executive officers of the Company (see Exhibit10.1 to the Company’s current report on Form8-K dated July11, 2008 and Exhibit10.2 to the Company’s quarterly report on Form10-Q for the quarter ended February28, 2009) and an indemnification agreement in the form entered into with directors and officers of the Company (see Exhibit10.1 to the Company’s quarterly report on Form10-Q for the quarter ended August31, 2008).

A copy of the Company’s press release announcing Mr.Milligan’s appointment as Vice President and Chief Financial Officer is attached hereto as Exhibit99.1 and is incorporated herein by reference.

Director Retirement

On July10, 2017, General Ronald R. Fogleman notified the Company of his intention to retire from the Board of Directors at the annual meeting of stockholders on October11, 2017. As previously reported, in connection with his retirement from the Company, Mr.Romenesko also will be leaving the Board at the 2017 annual meeting of stockholders. At that date, the number of directors of the Company will be reduced to 12 from 14, reflecting the retirements of General Fogleman and Mr. Romenesko.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.