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

At the Annual Meeting of Stockholders of AAR CORP. (the "Company") held on October 7, 2020, the stockholders of the Company approved amendments to the AAR CORP. 2013 Stock Plan, as amended and restated effective July 13, 2020 (the "Plan"). The Board of Directors ("Board") of the Company had previously approved the amendments. Among other things, the amendments (i) increased by 2,100,000 the number of shares of the Company's common stock that is available for issuance under the Plan and (ii) extended the term of Plan by five years, to October 9, 2028.

The foregoing description of the amendments is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed with this Current Report as Exhibit 10.1 and incorporated herein by reference.

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

On October 7, 2020, the Company held its 2020 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, 33,085,965 shares of common stock, par value $1.00 per share, or 93.71% of the 35,303,461 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy.

Set forth below are the matters acted upon by the Company's stockholders at the Annual Meeting, as such matters are more fully described in the Company's proxy statement filed on August 28, 2020, and the final voting results on each such matter.





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Proposal 1:   Election of Directors.

The stockholders elected each of the Company's four Class III director nominees for a three-year term expiring at the 2023 annual meeting, as reflected in the following voting results:





                                                      Broker
Name of Nominee            For      Against  Abstain Non-Votes

H. JOHN GILBERTSON, JR. 27,100,492 2,979,091 21,955 2,984,427 ROBERT F. LEDUC 29,912,065 166,609 22,864 2,984,427 DUNCAN J. MCNABB 25,509,743 4,569,766 22,029 2,984,427 PETER PACE

              26,788,209 3,290,164 23,165  2,984,427

The continuing directors of the Company are Anthony K. Anderson, Michael R. Boyce, James E. Goodwin, John M. Holmes, David P. Storch, Jennifer L. Vogel and Marc J. Walfish. As a result of the retirement of two former directors, following the Annual Meeting the size of the Board was reduced to 11 directors.

Proposal 2: Advisory Resolution to Approve our Fiscal 2020 Executive Compensation.

The stockholders approved the Advisory Resolution to approve our Fiscal 2020 Executive Compensation, as reflected in the following voting results:





   For     Against Abstain Broker Non-Votes
29,171,825 893,467 36,246     2,984,427




Proposal 3:   Approval of Amendments to the AAR CORP. 2013 Stock Plan.

The stockholders approved the amendments to the AAR CORP. 2013 Stock Plan (as amended and restated effective July 13, 2020), as reflected in the following voting results:





   For      Against  Abstain Broker Non-Votes
28,508,375 1,561,333 31,830     2,984,427

Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2021, as reflected in the following voting results:





   For     Against Abstain
32,433,299 581,116 71,550




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Item 9.01.           Financial Statements and Exhibits.



(d)           Exhibits

Management compensatory arrangements have been marked with an asterisk (*) on the Exhibit No. contained below.





Exhibit No.                                 Description

  10.1*          AAR CORP. 2013 Stock Plan (as Amended and Restated Effective July
               13, 2020) (incorporated by reference to Appendix C to the Registrant's
               Proxy Statement dated August 28, 2020).

104            Cover Page Interactive Data File (formatted as inline XBRL and
               contained in Exhibit 101)




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