Form 8-K AAR CORP For: Jul 13

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):  July 13, 2016

 

AAR CORP.

(Exact name of registrant as specified in its charter)

 

 

One AAR Place

1100 N. Wood Dale Road

Wood Dale, Illinois 60191

(Address and Zip Code of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (630) 227-2000

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

 

 

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

 

On July 13, 2016, AAR CORP. (the “Company”) announced that Michael J. Sharp, Vice President and Chief Financial Officer, is retiring from the Company, and that Timothy J. Romenesko, Vice Chairman and Chief Executive Officer of Expeditionary Services, has been appointed to replace Mr. Sharp as Chief Financial Officer effective August 1, 2016. Mr. Romenesko, who previously served as Chief Financial Officer of the Company from 1994 to 2007, will remain a director and retain the Vice Chairman title when he becomes Vice President and Chief Financial Officer, but he will give up his duties as Chief Executive Officer of the Company’s Expeditionary Services business group.

 

Mr. Romenesko has a severance and change in control agreement with the Company. Neither that agreement nor Mr. Romenesko’s compensation is being amended in connection with his being named Chief Financial Officer.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)   Exhibits.

 

Exhibit No.		Description
99		AAR CORP. Press Release dated July 13, 2016.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 18, 2016
	AAR CORP.
	By:
		/s/ Robert J. Regan
		Name: Robert J. Regan
		Vice President, General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99		AAR CORP. Press Release dated July 13, 2016.

 

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Exhibit 99

 

News Release

 

AAR Appoints Timothy J. Romenesko as Vice Chairman and Chief Financial Officer

 

WOOD DALE, Ill., July 13, 2016 /PRNewswire/ — AAR CORP. (NYSE: AIR), a leading aviation aftermarket solutions company that serves commercial and government customers worldwide, today announced that Timothy J. Romenesko has been appointed to serve as the Company’s Vice Chairman and Chief Financial Officer, effective August 1, 2016. Romenesko will replace Michael J. Sharp, who is retiring from AAR after 20 years with the Company.

 

Romenesko, 59, is a 35-year veteran of the Company and currently serves as its Vice Chairman and Chief Operating Officer, Expeditionary Services. He previously served as President and Chief Operating Officer from 2007 to 2015. Before that he was Chief Financial Officer of the Company from 1994 to 2007. Romenesko joined AAR in 1981 and worked in financial roles at both AAR’s business units and corporate.

 

“I am pleased to announce that Tim Romenesko will serve once again as AAR’s CFO,” said David P. Storch, Chairman of the Board, President and Chief Executive Officer of AAR. “Tim’s experience and knowledge of AAR make him the right person to drive efficiencies and improve return on capital throughout the Company. He will also continue his role of focusing on strategic growth and ensuring an environment of strong compliance and control.’

 

Storch added, “We are grateful to Mike for his service to the Company and wish him the best in his future endeavors.”

 

About AAR

 

AAR is a global aftermarket solutions company that employs more than 4,500 people in over 20 countries. Based in Wood Dale, Illinois, AAR supports commercial aviation and government customers through two operating segments: Aviation Services and Expeditionary Services. AAR’s Aviation Services include inventory management; parts supply; OEM parts distribution; aircraft maintenance, repair and overhaul; and component repair. AAR’s Expeditionary Services include airlift operations; mobility systems; and command and control centers in support of military and humanitarian missions. More information can be found at www.aarcorp.com.

 

This press release contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on beliefs of Company management, as well as assumptions and estimates based on information currently available to the Company, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, including those factors discussed under Item 1A, entitled “Risk Factors”, included in the Company’s Form 10-K for the fiscal year ended May 31, 2016. Should one or more of these risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control. The Company assumes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of

 

 

anticipated or unanticipated events. For additional information, see the comments included in AAR’s filings with the Securities and Exchange Commission.

 

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