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

On March 6, 2020, Aircastle Limited (the "Company") held its special general meeting of shareholders (the "Special General Meeting") to consider and act upon (i) the approval and adoption of the Agreement and Plan of Merger, dated November 5, 2019 (the "Merger Agreement"), and the related Statutory Merger Agreement, by and among the Company, MM Air Limited, a Bermuda exempted company ("Parent"), and MM Air Merger Sub Limited, a Bermuda exempted company and wholly-owned subsidiary of Parent ("Merger Sub"), and the transactions contemplated thereby, including the merger (the "Merger Proposal"), (ii) the approval, on an advisory (non-binding) basis, of specified compensation that may become payable to the named executive officers of the Company in connection with the merger (the "Compensation Proposal") and (iii) the approval of the adjournment of the Special General Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special General Meeting to approve the Merger Proposal (the "Adjournment Proposal").

Holders of 60,719,903 common shares issued and outstanding as of the record date for the Special General Meeting were present in person or by proxy at the Special General Meeting, representing approximately 81% of all outstanding common shares entitled to vote and constituting a quorum for all matters presented at the Special General Meeting.

The final voting results for each proposal, as further described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 23, 2020, follow below:



1.  The Merger Proposal.

  Votes For        60,494,636
  Votes Against       141,579
  Abstentions          83,688
  Broker Non-Votes          -

The Merger Proposal was approved by the Company's shareholders.

2. The Compensation Proposal.



  Votes For        40,302,976
  Votes Against    20,122,202
  Abstentions         294,725
  Broker Non-Votes          -

The Compensation Proposal was approved by the Company's shareholders.

3. The Adjournment Proposal.



  Votes For        58,397,654
  Votes Against     2,197,977
  Abstentions         124,272
  Broker Non-Votes          -







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Shareholder action on the Adjournment Proposal was not required because there were sufficient votes at the time of the Special General Meeting to approve the Merger Proposal.

Item 7.01 Regulation FD Disclosure

On March 6, 2020, the Company issued a press release announcing the final voting results of the Special General Meeting. A copy of the press release is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.





(d)     Exhibits.

Exhibit
  No.      Description

  99.1     Press Release, dated March 6, 2020, issued by Aircastle Limited.

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).



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