AAR Corp. (AIR) Earnings Call Transcript & Summary

This will be our 54th annual meeting as a public company. I am David Storch, Chairman of the Board of the company, and I'm pleased to serve as Chairman of this annual meeting. We're excited to be hosting our first virtual meeting, which allows us to be more inclusive and reach a greater number of our stockholders. We have stockholders attending via the web portal. We will be conducting this meeting in accordance with the rules of conduct and procedures accessible through a link on the web portal. As is our custom, we will conduct the business portion of our meeting first and address questions on the meeting matters before the polls close. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. It is now shortly after 9 a.m. Central Daylight Time on October 7, and this meeting is officially called to order. Let me begin by making a few introductions. With me today in the corporate headquarters is John Holmes, our President and Chief Executive Officer. Also with me are Sean Gillen, our Vice President and Chief Financial Officer; and Jessica Garascia. Jessica is our Vice President, General Counsel and Secretary and will serve as secretary of the meeting. I would like to introduce our Board of Directors, all of whom are in attendance telephonically. With us today are Anthony Anderson, Michael Boyce, John Gilbertson, Jim Goodwin, John Holmes, Bob Leduc, Duncan McNabb, Peter Pace, Jennifer Vogel and Marc Walfish. I'd like to thank all of our directors and acknowledge how grateful we are for their service to our company. I would also like to give a special thank you to Patrick Kelly and Ronald Woodard who are retiring at today's annual meeting, Ron, after serving 16 years; and Pat after 14 years of distinguished service and leadership to our company. Thank you, Ron and Pat. Specifically, I would like to thank Ron for his sound judgment, industry experience, calm demeanor, life counsel and leadership; and Pat for his sound judgment, wise counsel and active engagement. I'd also like to introduce representatives from KPMG, our independent registered public accounting firm, [ Steve Udovich ], Brian Byrd and Dave Sever. Thank you, KPMG, for your work on behalf of AAR and its shareholders. And finally, the company has appointed Broadridge Investor Communication Solutions to act as inspector of elections. [ Mr. Gregory Malautea ] is with us today and has taken the oath of inspector of elections earlier today. The Board of Directors fixed August 12, 2020, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered, attesting to the fact that either, one, a notice of the Internet availability of this notice of the meeting, the proxy statement and the 2020 annual report to stockholders; or two, the documents themselves were mailed on or about August 28, 2020, to all stockholders of the record date and will be incorporated into the minutes of this meeting. The stockholder list shows, as of the record date, there were 35,303,461 shares of common stock outstanding and entitled to vote at this meeting. I am pleased to announce that the inspector has informed us that they are present in person or by proxy, a sufficient number of the voting shares of the company, to constitute a quorum for purposes of transacting business. Today, we will be voting on 4 proposals: the election of 4 directors; an advisory proposal to approve our fiscal 2020 executive compensation; amendments to the AAR CORP. 2013 Stock Plan; and ratification of the appointment of auditors for fiscal 2021. It is now approximately 9:06 on October 7, and the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote, may do so by clicking on the Voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. [Voting]

While we wait for final votes to be submitted, we will address any questions we have received that relate to the business of the meeting.

Chairman, there are no questions.

Having received no questions, we will proceed with the meeting. Now that everyone has had the opportunity to vote, I declare the polls for the 2020 AAR Corp. Annual Stockholder Meeting closed at 9:07 Central Daylight Time on October 7, 2020. The proxy votes have been counted, and we have received a preliminary vote report from the inspector of election. I am pleased to advise you that our stockholders have approved all 4 proposals presented in our 2020 proxy statement. Proposal 1, John Gilbertson; Robert Leduc; Duncan McNabb and Peter Pace have all been elected as Class III directors for a 3-year term expiring at the 2023 Annual Meeting. Proposal #2, AAR's fiscal 2020 executive compensation has been approved. Item #3, the amendments to the AAR CORP. 2013 Stock Plan have been approved. And Item #4, KPMG has been ratified as the company's independent auditors for fiscal 2021. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days of today. This concludes the voting portion of our annual meeting. There being no further business, our 2020 annual meeting of stockholders is now adjourned. Thank you for your interest and your investment in AAR. Good day.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.