AAR Corp. (AIR) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to the AAR Corp. Annual Meeting. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. David Storch. Mr. Storch, You may begin.

Thank you, sir. And let me, first off, welcome everybody who is participating today. And let me start by saying good morning to all the ladies and gentlemen on the line. And welcome to AAR's 2021 Annual Meeting of Stockholders. I am David Storch, Chairman of the Board of the company, and I am pleased to serve as Chairman of this annual meeting. We're excited to be hosting this virtual meeting, which allows us to be more inclusive and reach a greater number of our shareholders. We have shareholders attending via the web portal and the 800 number that we have provided. We'll 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. As consideration for others, please limit yourself to 1 question. We kindly request that if you choose to submit a question, you type your name into the question box along with your question. Please note that this meeting is being recorded. However, no one attending via the website, webcast or telephone is permitted to use any audio recording device. It is now shortly after 9 a.m. Central Daylight Time on September 28, and this meeting is officially called to order. And now I would like to make some introductions. With me today in our headquarters in Wood Dale is John Holmes, our President and Chief Executive Officer. Also with me is Jessica Garascia. Jessica is our Vice President, General Counsel, Chief Compliance Officer and Secretary, who will serve as secretary of the meeting. I'd like to also introduce all our Board members who are here in attendance. I'll start with -- in alphabetical order, Anthony Anderson, Michael Boyce, John Gilbertson, James Goodwin, Bob Leduc, Ellen Lord, Duncan McNabb, Peter Pace, Jennifer Vogel and Marc Walfish. I'd like to take this opportunity to thank all of our directors for their service to our company. We are very grateful for all the contributions they make to our company. In addition to John and Jessica, also attending today's meeting is Sean Gillen, our Chief Financial Officer. We also have in attendance with us here today, representative of KPMG, our independent registered public accounting firm. We have [ Steve Udovich ], partner; Brian Byrd, partner. Thank you, KPMG, for your work on behalf of AAR. 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 3, 2021, 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 Internet availability of the notice of the meeting, proxy statement and the 2021 annual report to stockholders; or two, the documents themselves were mailed on or about August 18, 2021, to all stockholders as of the record date and will be incorporated into the minutes of this meeting. The stockholder list shows that, as of the record date, there were 35,475,634 shares of common stock outstanding entitled to vote this meeting. I am pleased to announce that the inspector has informed us there are present, in person or by proxy, a sufficient number of the voting shares of the company constitute a quorum for purposes of transacting business. Today, we'll be voting on 3 proposals: the election of 4 directors; an advisory proposal to approve our fiscal 2021 executive compensation; and ratification of the appointment of auditors for fiscal 2022. 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. While we wait for final votes to be submitted, we will address the questions we received that relate to the business of the meeting.

Chairman, there are no questions.

Okay. Knowing now that there are no questions, I would like to ask that now the -- or I'd like to state that now that everyone has had the opportunity to vote, I declare the polls for the 2021 AAR Corp. Annual Stockholder Meeting closed. The proxy votes have been counted, and we have received a preliminary vote report from the Inspector of election. I'm pleased to advise you that our stockholders have approved all 3 proposals presented in our 2021 proxy statement. Number one, Anthony Anderson, Michael Boyc, David Storch, Jennifer Vogel have been elected as Class I directors for a 3-year term, expiring at the 2024 Annual Meeting, all with over 83% of the shares cast. Number two, AAR's fiscal 2021 executive compensation has been approved with over 97% of the shares cast. And number three, KPMG has been ratified as the company's independent auditors for fiscal 2022 with over 98% of the shares cast. We will be reporting the final vote results in a 8-K to be filed within 4 business days. This concludes the voting portion of our meeting. Okay. John, would you like to provide any brief updates or are you good?

I think we're good.

We're good? Okay. Thanks, everyone, for participating. And hopefully, everyone is doing well and staying healthy, and all the best for a great year. Thank you. The meeting is adjourned.

This does conclude today's conference call. Thank you all for participating. You may now disconnect, and have a pleasant day.