AAR Corp. (AIR)
NYSE: AIR · Real-Time Price · USD
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Apr 24, 2026, 4:00 PM EDT - Market closed
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AGM 2025

Sep 16, 2025

John Holmes
Chairman, President & CEO, AAR

Good morning, ladies and gentlemen, and welcome to AAR's 2025 annual meeting of stockholders. I'm John Holmes, Chairman of the Board, President, and CEO of the company. I'm pleased to serve as Chairman of this annual meeting. We're excited to be hosting this meeting virtually, which allows us to be more inclusive and reach a greater number of our stockholders. We have stockholders attending via the web. We will be conducting this meeting in accordance with the rules of conduct and procedures accessible through a link on the web portal. As is our custom, we will conduct the business portion of our meeting first and address questions on the meeting matters before the polls close. Though we will not be able to answer every question, we will do our best to provide a response to as many as possible.

Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. It is now shortly after 9:00 A.M. Central Daylight Time on September 16th, and this meeting is officially called to order. I would like to make some introductions. With me today is Jessica Garacha. Jessica is our Senior Vice President, General Counsel, Chief Administrative Officer, and Secretary, and will serve as Secretary of this meeting. I will now introduce our board members, starting with Michael Boyce, John Dietrich, Jeffrey Edwards, Robert Ledoux, Ellen Lord, Duncan McNabb, Billy Nolan, Peter Pace, Jennifer Vogel, Mark Wallfish, and Emma Wadani. Thank you to all of our directors.

We are grateful for your service to AAR. In addition to Jessica Garacha, attending today's meeting is Sean Gillen, Senior Vice President and Chief Financial Officer. We also have with us today representatives from KPMG, our independent registered public accounting firm, Brian Berta, a Partner, and Alison Tease, our Senior Manager. Thank you, KPMG, for all of your work on behalf of AAR. Finally, the company has appointed Broad Ridge Investor Communication Solutions to act as Inspector of Elections. Mr. Gregory Maleshia is with us today and has taken the oath of Inspector of Elections. The Board of Directors fixed July 22nd, 2025, as the record date for determining stockholders entitled to vote at this meeting.

An affidavit has been delivered attesting to the fact that either A, a notice of internet availability, the notice of the meeting, the proxy statement, and the 2025 annual report to stockholders, or B, the documents themselves were mailed on or about August 5, 2025, to all stockholders as of the record date and will be incorporated into the minutes of this meeting. As of the record date, there were 35,964,153 shares of common stock outstanding and entitled to vote at this meeting. I'm pleased to announce that the Inspector of Elections has informed us that there are present, in person or by proxy, a sufficient number of voting shares of the company to constitute a quorum for purposes of transacting business.

Today, we will be voting on three proposals: the election of four directors, an advisory proposal to approve our fiscal 2025 executive compensation package, and ratification of the appointment of auditors for fiscal 2026. It is now 9:03 A.M. Central Daylight Time on September 16, 2025, and the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in their proxies or voted via telephone or on the internet and do not want to change their vote do not need to take any further action. While we wait for the final votes to be submitted, we will address the questions we have received relating to the business of this meeting.

Jessica Garascia
SVP, General Counsel, Chief Administrative Officer & Secretary, AAR

Chairman, there are no questions that have been submitted.

John Holmes
Chairman, President & CEO, AAR

Great. Thank you, Jessica. Now that everyone has had the opportunity to vote, I declare the polls for the 2025 AAR Corp Annual Stockholders Meeting closed at 9:04 A.M. Central Daylight Time on September 16, 2025. The proxy votes have been counted, and we have received a preliminary vote report from the Inspector of Elections. I am pleased to advise you that our stockholders have approved all three proposals presented in our 2025 proxy statement. Number one, Jeffrey Edwards, John Holmes, Ellen Lord, and Mark Wallfish have been elected as Class 2 Directors for a three-year term expiring at the 2028 annual meeting, all with over a majority of the shares cast. Number two, the advisory proposal to approve our fiscal 2025 executive compensation package received 94% of the shares cast.

Number three, KPMG has been ratified as the company's independent auditors for fiscal 2026 with 97% of the shares cast. We will be reporting the final voting results in a Form 8-K to be filed within four business days. This concludes the voting portion of our annual meeting. There being no further business, our 2025 annual meeting of stockholders is now adjourned. Thank you for your interest and your investment in AAR.

Jessica Garascia
SVP, General Counsel, Chief Administrative Officer & Secretary, AAR

This concludes the meeting. You may now disconnect.

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