AAR (AIR) Proxy filing summary

Executive summary

• Fiscal Year 2026 saw record financial results, four acquisitions, facility expansions, and new software launches, with a strategic focus on Parts, Repair, and Software.

• Revenue reached $3.3 billion, adjusted diluted EPS hit a record $5.05 (up 29% from FY25), and operating cash flow was $99 million.

• Safety culture was strengthened, with SMS expanded to new facilities and a 93% participation in a safety survey.

• The annual meeting will be held virtually on September 23, 2026.

Voting matters and shareholder proposals

• Shareholders will vote on electing three director nominees, an advisory say-on-pay proposal, approval of a new stock plan, and ratification of KPMG LLP as auditor for FY27.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 directors, 10 of whom are independent, with an average tenure of 9 years.

• Board committees include Audit, Human Capital and Compensation, Nominating and Governance, Aviation Safety and Training, and Executive Committees.

• Board refreshment continues, with four new directors in the last four years.

• Lead Independent Director role and annual board/committee evaluations are in place.

• Code of Conduct and ethics hotline support compliance and reporting.