---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-102272"
form_type: "8-K"
ticker: "AIR"
cik: "0000001750"
company_name: "AAR CORP"
filed_at: "2023-09-20T23:59:59+00:00"
generated_at: "2026-06-10T12:13:37.598386+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# AAR Corp. shareholders approve stock plan increase, re-elect directors at 2023 annual meeting

## Summary
- Stockholders approved amendment to 2013 Stock Plan increasing shares by 1,850,000 (29.0M for, 1.7M against).
- Four Class III directors elected: John W. Dietrich, Robert F. Leduc, Duncan J. McNabb, Peter Pace.
- Advisory vote on executive compensation approved (30.3M for, 0.4M against); frequency set at one year.
- Ratification of KPMG as independent auditor for FY2024 (31.9M for, 0.8M against).

## SEC filing metadata
- accession: 0001104659-23-102272
- form_type: 8-K
- ticker: AIR
- cik: 0000001750
- company_name: AAR CORP
- filed_at: 2023-09-20T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1750/000110465923102272/0001104659-23-102272-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1750/000110465923102272/tm2326551d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-102272
- JSON: https://secwatch.observer/filing/0001104659-23-102272.json
- Plain text: https://secwatch.observer/filing/0001104659-23-102272.txt

## Key facts
- Shareholder Votes
  AAR CORP shareholders approved Election of Class III Directors.
  - Proposal: director election
  - Outcome: passed
  source text: The stockholders elected each of the Company’s four Class III director nominees for a three-year term expiring at the 2026 annual meeting, as reflected in the following voting results:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1750/000110465923102272/0001104659-23-102272-index.htm
- Shareholder Votes
  AAR CORP shareholders approved Advisory Proposal to Approve our Fiscal 2023 Executive Compensation.
  - Proposal: say on pay
  - Outcome: passed
  source text: The stockholders approved the advisory proposal for our Fiscal 2023 executive compensation, as reflected in the following voting results:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1750/000110465923102272/0001104659-23-102272-index.htm
- Shareholder Votes
  AAR CORP shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2024-05-31 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-05-31
  source text: The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2024, as reflected in the following voting results:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1750/000110465923102272/0001104659-23-102272-index.htm
- Shareholder Votes
  AAR CORP shareholders approved Advisory Proposal to Approve the Frequency for Future Advisory Proposals to Approve our Executive Compensation.
  - Proposal: say on pay frequency
  - Outcome: passed
  source text: The stockholders approved the advisory proposal on the frequency for future advisory proposals to approve our executive compensation with a frequency of one year, as reflected in the following voting results:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1750/000110465923102272/0001104659-23-102272-index.htm
- Shareholder Votes
  AAR CORP shareholders approved Approval of an Amendment to the AAR CORP. 2013 Stock Plan (as amended and restated effective July 13, 2020) at the 2020-07-13 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2020-07-13
  source text: The stockholders approved an amendment to the AAR CORP. 2013 Stock Plan (as amended and restated effective July 13, 2020), as reflected in the following voting results:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1750/000110465923102272/0001104659-23-102272-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.