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Form 8-K AIR LEASE CORP For: May 05

May 7, 2021 4:31 PM EDT
8-K
AIR LEASE CORP 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A false 0001487712 0001487712 2021-05-05 2021-05-05 0001487712 us-gaap:CommonStockMember 2021-05-05 2021-05-05 0001487712 us-gaap:SeriesAPreferredStockMember 2021-05-05 2021-05-05

 

 

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

May 5, 2021

Date of Report

(Date of earliest event reported)

 

 

AIR LEASE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35121   27-1840403
(State or other jurisdiction of
incorporation)
  (Commission File Number)  

(I.R.S. Employer Identification

No.)

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California

  90067
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (310) 553-0555

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:

 

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

 

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

 

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

 

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A Common Stock   AL   New York Stock Exchange
6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A   AL PRA   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

The following proposals were submitted to Air Lease Corporation’s (the “Company’s”) Class A Common Stockholders at the 2021 Annual Meeting of Stockholders held on May 5, 2021:

 

  1)

The election of eight directors to hold office until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified.

 

  2)

The ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2021.

 

  3)

The advisory approval of 2020 compensation awarded to named executive officers.

Holders of the Company’s Class A Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to, each matter are set forth below:

Election of Directors

 

Director Nominee

   Votes For      Votes
Against
     Abstentions      Broker
Non-Votes
 

Matthew J. Hart

     94,540,478        1,922,571        23,196        6,143,144  

Cheryl Gordon Krongard

     95,231,195        1,141,988        112,062        6,143,144  

Marshall O. Larsen

     95,536,236        925,456        23,553        6,143,144  

Susan McCaw

     95,774,000        693,399        18,846        6,143,144  

Robert A. Milton

     93,171,211        3,294,491        20,543        6,143,144  

John L. Plueger

     94,975,942        1,486,361        23,942        6,143,144  

Ian M. Saines

     95,562,187        902,495        21,562        6,143,144  

Steven F. Udvar-Házy

     94,812,638        1,657,290        16,317        6,143,144  

The eight nominees were elected to the Board of Directors and will serve as directors until our next annual meeting or until their respective successors are elected and qualified.

Ratification of KPMG LLP as Air Lease Corporation’s Independent Registered Public Accounting Firm for 2021

The results of the voting were 101,906,493 for, 687,571 against and 35,325 abstentions. There were no broker non-votes on this matter. The appointment of KPMG LLP was ratified for 2021.

Advisory Approval of 2020 Named Executive Officer Compensation

The results of the voting were 92,827,133 for, 3,560,700 against, 98,412 abstentions and 6,143,144 broker non-votes. The 2020 compensation awarded to Air Lease Corporation’s named executive officers was approved on an advisory basis.


SIGNATURE

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 thereunto duly authorized.

 

    AIR LEASE CORPORATION
Date: May 7, 2021     By:  

/s/ Carol H. Forsyte

    Name:   Carol H. Forsyte
    Title:   Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer


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