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NYSE: AIR AAR CORP 8-K

AAR Corp shareholders approve 2026 Stock Plan and elect three directors at annual meeting

Filed September 24, 2026 · Period ending September 23, 2026 · ~1 min read

5 key changes 2 sections

Key Changes

  • medium

    Stockholders approved the AAR CORP. 2026 Stock Plan, authorizing equity and cash-based awards for employees, directors, and service providers, with about 94.5% of votes cast in favor.

  • medium

    The filing indicates a change in directors or certain officers under Item 5.02, but the body text is truncated and does not provide specific details about who departed or was appointed.

  • low

    All three Class III director nominees—John W. Dietrich, Robert F. Leduc, and Peter Pace—were elected to three-year terms expiring in 2029, each receiving over 93% of votes cast.

  • low

    The advisory vote on fiscal 2026 executive compensation passed with about 95.9% of votes cast in favor.

  • low

    Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending May 31, 2027, with about 97.6% of votes cast in favor.

Summary

AAR Corp held its 2026 annual meeting on September 23, 2026, with roughly 93% of shares entitled to vote represented. All four proposals passed, including the new 2026 Stock Plan, which authorizes discretionary equity and cash-based awards to employees, directors, and other service providers. The plan received about 94.5% support, a routine outcome for a compensation-related proposal.

The three Class III director nominees—John W. Dietrich, Robert F. Leduc, and Peter Pace—were elected to three-year terms expiring in 2029, each with over 93% of votes cast. The advisory say-on-pay vote passed with about 95.9% support, and KPMG was ratified as auditor with about 97.6% support. These are all healthy, uncontested results.

Separately, the filing includes an Item 5.02 disclosure regarding a departure or appointment of directors or officers, but the body text is truncated and does not provide specific details. Investors should note that the filing indicates a change occurred, but the identity and nature of the change are not disclosed in the available text.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~35 words

AAR CORP filed an 8-K under Item 5.02 regarding departure or appointment of directors/officers.

1 Added
Added Item 5.02 disclosure medium

Added in current filing · view on EDGAR →

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The filing indicates a change in directors or certain officers, but the body text is truncated and does not provide specific details about who departed or was appointed.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~600 words

AAR CORP held its 2026 annual meeting; all four proposals passed, including the new 2026 Stock Plan.

1 Added
Show 1 minor / wording change
Added Annual meeting quorum low

Added in current filing · verify on EDGAR →

37,391,244 shares of common stock, par value $1.00 per share, or approximately 93% of the 40,258,840 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy.

The filing discloses that roughly 93% of shares entitled to vote were represented at the meeting, establishing a strong quorum. This is a routine disclosure for an annual meeting.

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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 26, 2026 · How we verify