AAR Corp. - DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑

Filed by the Registrant

☐

Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

AAR CORP.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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AAR CORP.
1100 North Wood Dale Road
Wood Dale, Illinois 60191

August 6, 2024

Dear fellow stockholders:

AAR began the fiscal year ended May 31, 2024 (“Fiscal 2024”) on course for continued value creation, and I am pleased to report that we delivered.

Demand for air travel was strong throughout the year. This demand was supported by an increase in the utilization of existing aircraft, which drove even greater requirements for aftermarket parts and maintenance. Our strategic focus was well timed, and we were able to leverage the depth and breadth of our capabilities to deliver exceptional services to our customers.

In March 2024, we further enhanced our offerings by acquiring Triumph Group’s Product Support business, meaningfully scaling AAR’s Component Services through additional complementary services, proprietary capabilities, and a footprint in the fast-growth Asia-Pacific region. This acquisition makes us a leader in component repair, complementing our leading positions in parts supply and airframe maintenance.

In addition to our acquisition of Triumph Product Support, we began to see the benefits of AAR’s March 2023 acquisition of Trax. Customers demonstrated a high level of interest in Trax’s eMRO aviation software and eMobility applications, and we believe AAR’s relationships expedited business wins. Further, Trax’s leading aircraft maintenance management software provides additional differentiated offerings for our customers.

AAR’s growth strategy has long included both inorganic and organic growth. In addition to the Triumph and Trax acquisitions, we are expanding organically as well. Thanks to the continued trust of our long-term customers, we recently broke ground on additional hangars in Miami and Oklahoma City, which we expect to complete next year.

We welcomed Jeffrey Edwards and Billy Nolen to AAR’s Board of Directors in Fiscal 2024, bringing additional financial and safety expertise to our Board, respectively. I continued to be grateful to our Board for their support and guidance. On that note, on behalf of the entire AAR family,

I wish to thank Anthony K. Anderson, who will retire from the Board at our 2024 annual meeting, for 12 years of distinguished service on our Board of Directors. AAR remains steadfast in our commitment to quality and safety. We proudly advocate for industry-wide safety goals, drive innovation with customers, and create opportunities to cohesively advance safety in the industry. As we embark on our 2025 fiscal year and our 70th year of operations, we will continue reaching higher for our valued team members, customers, partners, and shareholders.

With that, I am pleased to invite you to AAR’s 2024 annual meeting of stockholders, which will be a virtual meeting. The annual meeting will be held on Tuesday, September 17, 2024, at 9:00 a.m., Central Time and you will be able to attend the annual meeting online, vote your shares electronically, and submit your questions during the annual meeting by visiting www.virtualshareholdermeeting.com/AIR2024 and entering your control number. You will not be able to attend the annual meeting in person.

I encourage you to read our 2024 proxy statement, our annual report, and our other proxy materials. Please see Appendix B for reconciliations of non-GAAP financial measures. Whether or not you plan to attend the annual meeting of stockholders, your vote is important. Please follow the voting instructions to ensure that your shares are represented and voted at the meeting.

We are grateful to our employees for their hard work and commitment, and to you, our stockholders, for choosing to invest in AAR.

Sincerely,

John M. Holmes
Chairman, President and Chief Executive Officer

2024 Proxy Statement

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Notice of 2024 annual meeting of stockholders

To our stockholders:

We are pleased to invite you to attend our 2024 annual meeting of stockholders. Please read the information in this notice and proxy statement to learn more about AAR and the matters to be voted on at the annual meeting.

Date and time

Tuesday,
September 17, 2024
9:00 a.m.
Central Time

Place

www.virtualshareholder
meeting.com/AIR2024

Record date

You may vote your shares at the annual meeting if you were a stockholder at the close of business on Thursday, July 25, 2024.

Items of business

You will be asked at our annual meeting to:

Items of business		Board recommendation		Page
1	Elect three director nominees included in our annual proxy statement		FOR each director nominee	15
2	Vote on an advisory proposal to approve our Fiscal 2024 executive compensation		FOR	38
3	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for Fiscal 2025		FOR	74

Stockholders will transact any other business that may properly come before the annual meeting or any adjournment or postponement of the annual meeting.

Voting

Your vote is important. We encourage you to vote your shares as soon as possible. You may vote by proxy over the Internet, by telephone, or by completing and returning the enclosed proxy card in the postage-paid envelope provided. If you are a “street name” stockholder (meaning that your shares are registered in the name of your bank or broker), you will receive instructions from your bank, broker or other nominee describing how to vote your shares. We also welcome you to attend the virtual meeting and vote online.


www.proxyvote.com		www.virtualshareholdermeeting.com/ AIR2024		1-800-690-6903		Complete and return the proxy card or voting information card

Please see Appendix A for important information about voting your shares at our 2024 annual meeting.

By Order of the Board,

Jessica A. Garascia
Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

August 6, 2024

Table of Contents

Table of contents

Message from our chairman, president and chief executive officer		1
Notice of 2024 annual meeting of stockholders		2
Proxy statement summary		4
AAR – Who we are and what we do		4
Our strategy		6
Financial highlights		7
Our culture		8
Environmental, social, and governance focus		9
Proposals to be voted on at the annual meeting		10
Board of Directors highlights		11
Corporate governance highlights		12
Stockholder engagement		12
Executive compensation highlights		13
Proposal 1 – Election of director nominees		15
Proposal summary		15
Director skills & qualifications		15
Information about our director nominees and our continuing directors		17
The Board’s role and responsibilities		26
Board structure		33

SEC Form DEF 14A filed by AAR Corp.