AAR CORP. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of four directors named in the proxy statement Nominees: Duncan J. McNabb

AAR CORP.’s own tally for this item (“Elect Director: Duncan J. McNabb”): 25,863,968 for, 4,826,925 against, per its Form 8-K filed September 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected each of the Company's four Class III director nominees for a three-year term expiring at the 2026 annual meeting, as reflected in the following voting results:”
Support: 84% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 87 asset managers below reported 17,257,412 for, 2,292,611 against, 928 abstained, 27,224 not voted.

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.

Description as filed by funds: Election of four directors named in the proxy statement Nominees: John W. Dietrich

AAR CORP.’s own tally for this item (“Elect Director: John W. Dietrich”): 30,335,967 for, 365,628 against, per its Form 8-K filed September 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected each of the Company's four Class III director nominees for a three-year term expiring at the 2026 annual meeting, as reflected in the following voting results:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 87 asset managers below reported 19,401,178 for, 148,845 against, 928 abstained, 27,224 not voted.

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.

Description as filed by funds: Election of four directors named in the proxy statement Nominees: Robert F. Leduc

AAR CORP.’s own tally for this item (“Elect Director: Robert F. Leduc”): 30,199,269 for, 502,352 against, per its Form 8-K filed September 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected each of the Company's four Class III director nominees for a three-year term expiring at the 2026 annual meeting, as reflected in the following voting results:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 87 asset managers below reported 19,399,454 for, 150,569 against, 928 abstained, 27,224 not voted.

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.

Description as filed by funds: Election of four directors named in the proxy statement Nominees: Peter Pace

AAR CORP.’s own tally for this item (“Elect Director: Peter Pace”): 29,299,963 for, 1,400,014 against, per its Form 8-K filed September 20, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected each of the Company's four Class III director nominees for a three-year term expiring at the 2026 annual meeting, as reflected in the following voting results:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 86 asset managers below reported 19,296,536 for, 244,587 against, 928 abstained, 27,224 not voted.

Showing the 25 largest of 86 asset managers. See all 86 in the interactive database.

Description as filed by funds: Approve an amendment to our stock plan

AAR CORP.’s own tally for this item (“4. Approval of an Amendment to our Stock Plan”): 28,958,685 for, 1,737,144 against — passed, per its Form 8-K filed September 20, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved an amendment to the AAR CORP.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 19,214,172 for, 426,678 against, 928 abstained, 27,224 not voted.

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

Description as filed by funds: Advisory proposal to approve our Fiscal 2023 executive compensation

AAR CORP.’s own tally for this item (“2. Advisory Proposal to Approve our Fiscal 2023 Executive Compensation”): 30,260,635 for, 434,978 against — passed, per its Form 8-K filed September 20, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved the advisory proposal for our Fiscal 2023 executive compensation, as reflected in the following voting results:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 86 managers: 19,546,583 for, 928 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 194 managers: 14,090,166 for, 233,786 against, 20 abstained, 2,927 not voted, 70,958 1 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Advisory proposal to approve the frequency for future advisory proposals to approve our executive compensation

Also reported under other wordings, matched to the same row of AAR CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ADVISORY VOTE ON SAY ON PAY FREQUENCY” (7 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 86 managers: 14,996 for, 928 abstained, 16,945,960 1 year, 2,585,627 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 190 managers: 73,721 for, 20 abstained, 2,927 not voted, 13,994,395 1 year, 219,244 3 year, 86 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratify the appointment of KPMG LLP as our independent registered public accounting firm for Fiscal 2024

AAR CORP.’s own tally for this item (“5. Ratification of Appointment of Independent Registered Public Accounting Firm”): 31,877,055 for, 786,712 against — passed, per its Form 8-K filed September 20, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2024, as reflected in the following voting results:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 86 asset managers below reported 19,494,905 for, 51,678 against, 928 abstained.

Showing the 25 largest of 86 asset managers. See all 86 in the interactive database.