Aircastle Limited (NYSE:AYR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June9, 2017, Ron Wainshal of Aircastle Limited (the Company),
informed the Companys Board of Directors (the Board) that he has
concluded he needed to completely focus on his health and would
be resigning from the Board. Mr.Wainshal was Chief Executive
Officer but has been on a medical leave of absence since January
2017.
As a result, on June9, 2017, the Board appointed Michael J.
Inglese, currently Chief Financial Officer and Acting Chief
Executive Officer of the Company, to succeed Mr.Wainshal as Chief
Executive Officer. The Board also appointed Mr.Inglese to serve
as a ClassI director until the Annual General Meeting of
Shareholders in 2019 or until his office shall otherwise be
vacated to the Companys Bye-Laws. Mr.Inglese has served as Acting
Chief Executive Officer since Mr.Wainshal began his medical leave
of absence in January 2017. Additionally, the Board has appointed
Aaron Dahlke, currently Chief Accounting Officer of the Company,
to succeed Mr.Inglese as Chief Financial Officer. Mr.Dahlke will
continue to serve as Interim Chief Accounting Officer of the
Company until his successor is identified. These management
changes are effective immediately.
On June9, 2017, the Board, to the Shareholder Agreement, dated
June6, 2013, by and between the Company and Marubeni Corporation
(as amended), also appointed Takayuki Sakakida, to replace
Ryusuke Konto, who resigned from the Board as of such date, as a
ClassIII director until the Annual General Meeting of
Shareholders in 2018 or until his office shall otherwise be
vacated to the Companys Bye-Laws. For information regarding the
Shareholder Agreement, please review the relevant disclosures in
the Companys 2014 Proxy Statement, filed with the Securities and
Exchange Commission (the SEC) on April8, 2014 and the Companys
2017 Proxy Statement, filed with the SEC on April5, 2017, which
disclosures are incorporated by reference herein.
Mr.Inglese, 56, has served as Chief Financial Officer of the
Company since April 2007. Prior to joining the Company,
Mr.Inglese served as an Executive Vice President and Chief
Financial Officer of PanAmSat Holding Corporation, where he
served as Chief Financial Officer from June 2000 until the
closing of PanAmSats sale to Intelsat in July 2006. Mr.Inglese
joined PanAmSat in May 1998 as Vice President, Finance after
serving as Chief Financial Officer for DIRECTV Japan, Inc. He is
a Chartered Financial Analyst who holds a BS in Mechanical
Engineering from Rutgers University College of Engineering and
his MBA from Rutgers Graduate School of Business Management.
Mr.Dahlke, 48, became our Chief Accounting Officer in June 2005.
Prior to that, Mr.Dahlke was Vice President and Controller of
Boullioun Aviation Services Inc. from January 2003 to May 2005.
Prior to Boullioun, Mr.Dahlke was at ImageX.com, Inc. and Ernst
Young LLP. He received a B.S. in Accounting from California State
University, San Bernardino. He is a Certified Public Accountant.
Mr.Wainshal and the Company will be finalizing the duration of
his medical leave, together with other compensatory and severance
details, over the next several weeks. The Company will file an
amendment to this Form 8-K to describe any additional
compensation elements related to this transition.
A copy of the Companys press release announcing the resignations
of Messrs. Wainshal and Konto and the appointments of
Messrs.Inglese, Dahlke and Sakakida is attached hereto as Exhibit
99.1.
Section9 Financial Statements and Exhibits
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release dated June12, 2017 |
About Aircastle Limited (NYSE:AYR)
Aircastle Limited is a holding company. The Company, through its subsidiaries, is engaged in investing in aviation assets, including acquiring, leasing, managing and selling utility commercial jet aircraft. The Company operates through leasing, financing, selling and managing commercial flight equipment segment. The Company’s aircraft portfolio consists of approximately 160 aircraft leased to over 50 lessees located in approximately 30 countries. Its aircraft fleet is managed by a team based in the United States, Ireland and Singapore. The Company’s aircraft portfolio includes passenger narrow-body aircrafts, passenger wide-body aircrafts and freighter aircrafts. The Company has operations in Europe, Asia and Pacific, North America, South America, and the Middle East and Africa. The Company also focuses on making investments in other aviation assets, including debt investments secured by commercial jet aircraft.