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

On December 16, 2022, the Board of Directors (the "Board") of HEICO Corporation (the "Company") appointed Carol F. Fine to serve as a director of the Company, effective December 23, 2022. There were no arrangements or understandings pursuant to which Mrs. Fine was appointed as a director, and there are no related party transactions between the Company and Mrs. Fine reportable under Item 404(a) of Regulation S-K. As of the date of this Report, Mrs. Fine has not been and is not expected to be named to any committees of the Board.

Mrs. Fine, aged 65 years, is a highly accomplished and experienced banker and aviation consultant. During her 37-year banking career, she served in corporate and private banking positions of increasing responsibility at Southeast Bank, First Union, SunTrust Bank, City National Bank of Florida and Northern Trust. Aviation has been a significant focus of her banking positions in all of the banking institutions in which she served. In addition, she served for a year as an independent aviation consultant involved with aircraft and airline valuations, along with airline and aviation credit assessments. Mrs. Fine also completed courses at Miami-Dade County's Aviation Program. Among other sectors, her banking experience included private equity financing, including within HEICO's markets. Further, Mrs. Fine is active in important non-profit service, as a member of the Health Foundation of South Florida Board of Directors and the Carrfour Supportive Housing, Inc. Board of Directors, where she is also a former Board Chair. Mrs. Fine received her BA from the College of William and Mary, and her IMBA from the University of South Carolina.

A copy of the Company's press release announcing the appointment of Mrs. Fine to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit               Description

99.1                    Press release dated December     2    1    , 2022

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

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