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

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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.

Employment-Related Agreements

On October11, 2017, AAR CORP. (the “Company”), upon approval of the Compensation Committee and the Board of Directors, entered into an amended and restated severance and change in control agreement with Robert J. Regan, Vice President, General Counsel and Secretary of the Company, and a severance and change in control agreement with Michael D. Milligan, Vice President and Chief Financial Officer of the Company. The material terms of these agreements are described below. The full text of these agreements are attached to this Current Report on Form8-K as Exhibits 10.1 and 10.2, respectively.

Amended and Restated Severance and Change in Control Agreement with Mr.Regan

The Company entered into an amended and restated severance and change in control agreement, effective October11, 2017, with Mr.Regan. The agreement reflects the following material changes to Mr.Regan’s prior severance and change in control agreement:

(ii) continued coverage for Mr.Regan and his dependents under the Company’s welfare and fringe benefit plans for two years following termination of employment (he and his dependents can elect continued medical and dental coverage to COBRA at the end of such two-year period);

(iii) reasonable legal fees incurred by Mr.Regan in enforcing the agreement; and

(iv) Company-paid outplacement services for the earlier of 18months or the attainment of new employment (up to a maximum Company expense of 3.5% of the amount paid to Mr.Regan to the payment described in (i)(C)above).

The agreement’s non-compete provisions do not apply in the case of a termination of employment following a Change in Control.

· If Mr.Regan’s employment terminates due to Disability, he will receive payment to the Company’s disability plans then in effect and will continue to receive coverage under the Company’s medical, dental and life insurance plans for three years following such termination.

The terms Change in Control, Cause, Good Reason and Disability are defined in the agreement.

The foregoing description of the agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed with this Current Report on Form8-K as Exhibit10.1 and incorporated herein by reference.

Severance and Change in Control Agreement with Mr.Milligan

The Company entered into a severance and change in control agreement, effective October11, 2017, with Mr.Milligan. The terms and conditions of Mr.Milligan’s agreement are identical to the terms and conditions of Mr.Regan’s agreement as described above.

The foregoing description of the agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed with this Current Report on Form8-K as Exhibit10.2 and incorporated herein by reference.

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

On October11, 2017, the Company held its 2017 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 32,938,632 shares of common stock, par value $1.00 per share, or approximately 95.13% of the 34,622,093 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy. Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting, as described in the Company’s proxy statement filed on August31, 2017, and the final voting results on each such matter.

Proposal 1: Election of Directors.

The stockholders elected each of the Company’s four ClassIII director nominees for a three-year term expiring at the 2020 annual meeting, as reflected in the following voting results:

NameofNominee

For

Withheld

BrokerNon-Votes

PATRICK J. KELLY

22,633,336

7,745,244

2,560,052

DUNCAN J. MCNABB

30,270,048

108,532

2,560,052

PETER PACE

29,779,525

599,055

2,560,052

RONALD B. WOODARD

26,533,078

3,845,502

2,560,052

The continuing directors of the Company are Anthony K. Anderson, Norman R. Bobins, Michael R. Boyce, James E. Goodwin, John M. Holmes, David P. Storch, Jennifer L. Vogel and Marc J. Walfish.

Proposal 2: Advisory Vote on Executive Compensation.

The stockholders approved, on an advisory basis, the executive compensation paid to the Company’s named executive officers for the fiscal year ended May31, 2017, as reflected in the following voting results:

For

Against

Abstain

23,788,279

6,562,385

27,916

Proposal 3: Advisory Vote on the Frequency of Future Executive Compensation Votes.

The stockholders approved, on an advisory basis, a “1 year” frequency vote on executive compensation, as reflected in the following voting results:

1Year

2Years

3Years

Abstain

21,713,450

23,577

8,608,397

33,156

Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May31, 2018, as reflected in the following voting results:

For

Against

Abstain

32,502,456

395,202

40,974

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Description

10.1

Amended and Restated Severance and Change in Control Agreement dated as of October11, 2017 between AAR CORP. and Robert J. Regan.

10.2

Severance and Change in Control Agreement dated as of October11, 2017 between AAR CORP. and Michael D. Milligan.


AAR CORP Exhibit
EX-10.1 2 a17-23942_1ex10d1.htm EX-10.1 Exhibit 10.1   AMENDED AND RESTATED  SEVERANCE AND CHANGE IN CONTROL AGREEMENT   This Amended and Restated Severance and Change in Control Agreement (“Agreement”) is made and entered into as of the 11th day of October,…
To view the full exhibit click here

About AAR CORP. (NYSE:AIR)

AAR CORP. (AAR) is a provider of services and products to the commercial aviation and government and defense markets. The Company operates in two segments: Aviation Services, which consists of supply chain and maintenance, repair and overhaul (MRO) activities, and Expeditionary Services, which includes airlift and mobility activities. Its services and products include aviation supply chain and parts support programs; MRO of aircraft and landing gear; design and manufacture of specialized pallets, shelters and containers; expeditionary airlift services; aircraft modifications, and aircraft and engine sales and leasing. It serves commercial, defense and governmental aircraft fleet operators, original equipment manufacturers and independent service providers around the world. Its landing gear overhaul facility is in Miami, Florida, where it repairs and overhauls landing gear, brakes and actuators for various types of commercial and military aircraft.