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AAR Corp. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and AAR Corp.’s Form 8-K, filed September 16, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 6Ballot items
  • 334Asset managers
  • 1,993Fund votes
  • September 16, 2025Meeting date

Results at a glance

Meeting of September 16, 2025: 6 items on AAR Corp.’s Form 8-K, filed September 16, 2025: 4 elected · 2 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore AAR Corp. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by AAR Corp.

These tallies are AAR Corp.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed September 16, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

AAR Corp. — official shareholder meeting results, meeting held September 16, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Jeffrey N. Edwards 26,071,3855,679,7223,843 --1,671,058 82%Elected—
Elect Director: John M. Holmes 30,566,6551,184,3133,982 --1,671,058 96%Elected—
Elect Director: Ellen M. Lord 29,716,3792,008,63329,938 --1,671,058 94%Elected—
Elect Director: Marc J. Walfish 28,849,9722,900,8944,084 --1,671,058 91%Elected—
2. Advisory Proposal to Approve our Fiscal 2025 Executive Compensation 29,810,3391,925,38219,229 --1,671,058 94%Approved—
3. Ratification of Appointment of Independent Registered Public Accounting Firm 32,519,666900,9235,419 ---- 97%Approved—

Source: AAR Corp., Form 8-K, filed with the SEC on September 16, 2025 — read the filing on EDGAR.

How asset managers voted at the AAR Corp. 2025-2026 meeting

Each item below shows how the 334 asset managers that disclosed a AAR Corp. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Ellen M. Lord

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 29,716,379AGAINST: 2,008,633
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of four directors named in the proxy statement: Ellen M. Lord

AAR Corp.’s own tally for this item (“Elect Director: Ellen M. Lord”): 29,716,379 for, 2,008,633 against, per its Form 8-K filed September 16, 2025 (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 three Class II director nominees for a three-year term expiring at the 2028 annual meeting, as reflected in the following voting results:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 17,642,320 for, 651,788 against, 1,383 abstained, 25,767 not voted.

FOR
FOR: 17,642,320AGAINST: 651,788ABSTAIN: 1,383NOT VOTED: 25,767
Largest asset managers voting on “Election of four directors named in the proxy statement: Ellen M. Lord” at AAR Corp., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock4,120,9990 00For
Vanguard3,461,9144 00For
State Street1,075,1650 00For
Fidelity933,6380 00For
Dimensional835,2170 00For
Invesco759,0050 00For
FRANKLIN STRATEGIC SERIES734,9200 00For
American Century611,4410 00For
HARBOR FUNDS586,5730 00For
Charles Schwab492,5250 00For
Capitol Series Trust356,0000 00For
Loomis Sayles0350,017 00Against
Principal260,47173,599 00Mixed
Ultimus Managers Trust265,2290 00For
OBERWEIS FUNDS236,5000 00For
JANUS INVESTMENT FUND213,4360 00For
Waddell & Reed212,5580 00For
Equitable172,14624,719 00Mixed
AMERICAN BEACON FUNDS183,8730 00For
ALGER FUNDS172,2800 00For
TRUST FOR PROFESSIONAL MANAGERS139,6220 00For
RBB FUND, INC.11,755120,641 00Mixed
Allspring129,1930 00For
Royce106,7640 00For
MassMutual83,8130 00For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

2. Elect Director: Jeffrey N. Edwards

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

82% Majority: yes · of votes cast

FOR 82%AGAINST
FOR: 26,071,385AGAINST: 5,679,722
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of four directors named in the proxy statement: Jeffrey N. Edwards

AAR Corp.’s own tally for this item (“Elect Director: Jeffrey N. Edwards”): 26,071,385 for, 5,679,722 against, per its Form 8-K filed September 16, 2025 (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 three Class II director nominees for a three-year term expiring at the 2028 annual meeting, as reflected in the following voting results:”
Support: 82% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 16,306,753 for, 1,987,355 against, 1,383 abstained, 25,767 not voted.

FOR
FOR: 16,306,753AGAINST: 1,987,355ABSTAIN: 1,383NOT VOTED: 25,767
Largest asset managers voting on “Election of four directors named in the proxy statement: Jeffrey N. Edwards” at AAR Corp., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock4,120,9990 00For
Vanguard3,459,6722,246 00For
State Street1,075,048117 00For
Fidelity933,6380 00For
Dimensional835,2170 00For
Invesco0759,005 00Against
FRANKLIN STRATEGIC SERIES734,9200 00For
American Century611,4410 00For
HARBOR FUNDS586,5730 00For
Charles Schwab492,5250 00For
Capitol Series Trust356,0000 00For
Loomis Sayles0350,017 00Against
Principal260,47173,599 00Mixed
Ultimus Managers Trust0265,229 00Against
OBERWEIS FUNDS236,5000 00For
JANUS INVESTMENT FUND213,4360 00For
Waddell & Reed212,5580 00For
Equitable172,14624,719 00Mixed
AMERICAN BEACON FUNDS0183,873 00Against
ALGER FUNDS172,2800 00For
TRUST FOR PROFESSIONAL MANAGERS139,6220 00For
RBB FUND, INC.11,755120,641 00Mixed
Allspring129,1930 00For
Royce106,7640 00For
MassMutual24,79659,017 00Mixed

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

3. Elect Director: John M. Holmes

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 30,566,655AGAINST: 1,184,313
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of four directors named in the proxy statement: John M. Holmes

AAR Corp.’s own tally for this item (“Elect Director: John M. Holmes”): 30,566,655 for, 1,184,313 against, per its Form 8-K filed September 16, 2025 (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 three Class II director nominees for a three-year term expiring at the 2028 annual meeting, as reflected in the following voting results:”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 18,094,244 for, 199,864 against, 1,383 abstained, 25,767 not voted.

FOR
FOR: 18,094,244AGAINST: 199,864ABSTAIN: 1,383NOT VOTED: 25,767
Largest asset managers voting on “Election of four directors named in the proxy statement: John M. Holmes” at AAR Corp., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock4,120,9990 00For
Vanguard3,461,9162 00For
State Street1,075,11847 00For
Fidelity933,6380 00For
Dimensional835,2170 00For
Invesco759,0050 00For
FRANKLIN STRATEGIC SERIES734,9200 00For
American Century611,4410 00For
HARBOR FUNDS586,5730 00For
Charles Schwab492,5250 00For
Capitol Series Trust356,0000 00For
Loomis Sayles350,0170 00For
Principal260,47173,599 00Mixed
Ultimus Managers Trust265,2290 00For
OBERWEIS FUNDS236,5000 00For
JANUS INVESTMENT FUND213,4360 00For
Waddell & Reed212,5580 00For
Equitable196,8650 00For
AMERICAN BEACON FUNDS183,8730 00For
ALGER FUNDS172,2800 00For
TRUST FOR PROFESSIONAL MANAGERS139,6220 00For
RBB FUND, INC.11,755120,641 00Mixed
Allspring129,1930 00For
Royce106,7640 00For
MassMutual83,8130 00For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

4. Elect Director: Marc J. Walfish

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 28,849,972AGAINST: 2,900,894
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: Election of four directors named in the proxy statement: Marc J. Walfish

AAR Corp.’s own tally for this item (“Elect Director: Marc J. Walfish”): 28,849,972 for, 2,900,894 against, per its Form 8-K filed September 16, 2025 (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 three Class II director nominees for a three-year term expiring at the 2028 annual meeting, as reflected in the following voting results:”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 99 asset managers below reported 17,590,510 for, 703,598 against, 1,383 abstained, 25,767 not voted.

FOR
FOR: 17,590,510AGAINST: 703,598ABSTAIN: 1,383NOT VOTED: 25,767
Largest asset managers voting on “Election of four directors named in the proxy statement: Marc J. Walfish” at AAR Corp., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock4,120,9990 00For
Vanguard3,457,4214,497 00For
State Street1,073,3181,847 00For
Fidelity933,6380 00For
Dimensional835,2170 00For
Invesco759,0050 00For
FRANKLIN STRATEGIC SERIES734,9200 00For
American Century611,4410 00For
HARBOR FUNDS586,5730 00For
Charles Schwab492,5250 00For
Capitol Series Trust356,0000 00For
Loomis Sayles0350,017 00Against
Principal260,47173,599 00Mixed
Ultimus Managers Trust265,2290 00For
OBERWEIS FUNDS236,5000 00For
JANUS INVESTMENT FUND213,4360 00For
Waddell & Reed212,5580 00For
Equitable172,14624,719 00Mixed
AMERICAN BEACON FUNDS183,8730 00For
ALGER FUNDS172,2800 00For
TRUST FOR PROFESSIONAL MANAGERS139,6220 00For
RBB FUND, INC.11,755120,641 00Mixed
Allspring129,1930 00For
Royce106,7640 00For
MassMutual83,8130 00For

Showing the 25 largest of 99 asset managers. See all 99 in the interactive database.

5. 2. Advisory Proposal to Approve our Fiscal 2025 Executive Compensation

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%
FOR: 29,810,339AGAINST: 1,925,382
Details: description as filed, official tally, votes by 322 asset managers

Description as filed by funds: Advisory proposal to approve our Fiscal Year 2025 executive compensation

AAR Corp.’s own tally for this item (“2. Advisory Proposal to Approve our Fiscal 2025 Executive Compensation”): 29,810,339 for, 1,925,382 against — passed, per its Form 8-K filed September 16, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved the advisory proposal for our Fiscal 2025 executive compensation, as reflected in the following voting results:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

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 to Ratify Named Executive Officers' Compensation” (9 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).

Fund voting reports: 98 asset managers voting on “Advisory proposal to approve our Fiscal Year 2025 executive compensation” at AAR Corp., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock4,120,9990 00For
Vanguard3,459,6792,239 00For
State Street1,074,736429 00For
Fidelity933,6380 00For
Dimensional835,2170 00For
Invesco759,0050 00For
FRANKLIN STRATEGIC SERIES734,9200 00For
American Century0611,441 00Against
HARBOR FUNDS586,5730 00For
Charles Schwab492,5250 00For
Capitol Series Trust356,0000 00For
Loomis Sayles350,0170 00For
Principal334,0700 00For
Ultimus Managers Trust265,2290 00For
OBERWEIS FUNDS236,5000 00For
JANUS INVESTMENT FUND213,4360 00For
Waddell & Reed212,5580 00For
Equitable196,8650 00For
AMERICAN BEACON FUNDS183,8730 00For
ALGER FUNDS0172,280 00Against
TRUST FOR PROFESSIONAL MANAGERS130,0209,602 00Mixed
RBB FUND, INC.132,3960 00For
Allspring129,1930 00For
Royce106,7640 00For
MassMutual83,8130 00For

Fund voting reports, all 98 managers: 17,364,936 for, 907,740 against, 1,383 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 249 asset managers voting on “Advisory proposal to approve our Fiscal Year 2025 executive compensation” at AAR Corp., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock1,126,8347,685 00For
EARNEST PARTNERS LLC1,127,6943,044 00For
WESTWOOD HOLDINGS GROUP INC848,2660 00For
GEODE CAPITAL MANAGEMENT, LLC845,7680 00For
FRANKLIN ADVISERS INC789,1030 00For
State Street728,623127 00For
Loomis Sayles713,6390 00For
American Century0650,925 00Against
Invesco576,9690 00For
Charles Schwab524,3520 00For
FULLER & THALER ASSET MANAGEMENT, INC.517,3770 00For
PRINCIPAL GLOBAL INVESTORS498,4860 00For
Janus Henderson449,0260 00For
Wellington398,7930 00For
WEATHERBIE CAPITAL, LLC0365,356 00Against
Northern Trust342,0930 00For
NOMURA INVESTMENT MANAGEMENT BUSINESS TRUST311,4960 00For
Treasurer of the State of North Carolina255,8670 00For
Gabelli246,8420 00For
MELLON INVESTMENTS Corp244,1790 00For
OBERWEIS ASSET MANAGEMENT INC/236,5000 00For
EMERALD MUTUAL FUND ADVISERS TRUST194,2400 00For
Fidelity188,0530 00For
EMERALD ADVISERS, LLC184,0450 00For
Dimensional177,9090 00For

Institutional-manager reports, all 249 managers: 14,899,564 for, 1,352,410 against, 10,000 abstained, 450 not voted. Showing the 25 largest; see all in the interactive database.

6. 3. Ratification of Appointment of Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 32,519,666AGAINST: 900,923
Details: description as filed, official tally, votes by 98 asset managers

Description as filed by funds: RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026

AAR Corp.’s own tally for this item (“3. Ratification of Appointment of Independent Registered Public Accounting Firm”): 32,519,666 for, 900,923 against — passed, per its Form 8-K filed September 16, 2025 (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, 2026, as reflected in the following voting results:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 98 asset managers below reported 18,269,331 for, 3,345 against, 1,383 abstained.

FOR
FOR: 18,269,331AGAINST: 3,345ABSTAIN: 1,383
Largest asset managers voting on “RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026” at AAR Corp., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock4,120,9990 00For
Vanguard3,459,6802,238 00For
State Street1,075,048117 00For
Fidelity933,6380 00For
Dimensional835,2170 00For
Invesco759,0050 00For
FRANKLIN STRATEGIC SERIES734,9200 00For
American Century611,4410 00For
HARBOR FUNDS586,5730 00For
Charles Schwab492,5250 00For
Capitol Series Trust356,0000 00For
Loomis Sayles350,0170 00For
Principal334,0700 00For
Ultimus Managers Trust265,2290 00For
OBERWEIS FUNDS236,5000 00For
JANUS INVESTMENT FUND213,4360 00For
Waddell & Reed212,5580 00For
Equitable196,8650 00For
AMERICAN BEACON FUNDS183,8730 00For
ALGER FUNDS172,2800 00For
TRUST FOR PROFESSIONAL MANAGERS139,6220 00For
RBB FUND, INC.132,3960 00For
Allspring129,1930 00For
Royce106,7640 00For
MassMutual83,8130 00For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

Largest AAR Corp. shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 36,112,491 shares outstanding at the time of that meeting.

Fund voting reports: top AAR Corp. shareholders by shares voted on “Election of four directors named in the proxy statement: Ellen M. Lord”, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 11.41%
2Vanguard 9.59%
3State Street 2.98%
4Fidelity 2.59%
5Dimensional 2.31%
6Invesco 2.10%
7FRANKLIN STRATEGIC SERIES 2.04%
8American Century 1.69%
9HARBOR FUNDS 1.62%
10Charles Schwab 1.36%
Institutional-manager reports: top AAR Corp. shareholders by shares voted on “Advisory proposal to approve our Fiscal Year 2025 executive compensation”, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 3.14%
2EARNEST PARTNERS LLC 3.13%
3WESTWOOD HOLDINGS GROUP INC 2.35%
4GEODE CAPITAL MANAGEMENT, LLC 2.34%
5FRANKLIN ADVISERS INC 2.19%
6State Street 2.02%
7Loomis Sayles 1.98%
8American Century 1.80%
9Invesco 1.60%
10Charles Schwab 1.45%

Reported AAR Corp. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

AAR Corp. holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
BlackRock 17.10% 13F
State Street 7.17% 13F
Vanguard Portfolio Management 5.95% 13G
Dimensional Fund Advisors 5.39% 13F
Invesco 3.86% 13F
Franklin Templeton 1.72% 13F
Charles Schwab 1.51% 13F
Wellington Management 1.46% 13F
Morgan Stanley 1.31% 13F

Percentages above are of 36,112,491 shares outstanding, as reported by AAR Corp. on its Form 10-Q dated August 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from AAR Corp.’s 10-Q dated August 31, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At AAR Corp.'s shareholder meeting held September 16, 2025, in the 2025-2026 proxy season, 334 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 1,993 separate fund positions. On the most widely held item on that ballot — Advisory proposal to approve our Fiscal Year 2025 executive compensation — AAR Corp.'s filing reports the proposal as approved, with 94% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: AAR Corp.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on September 16, 2025.

AAR Corp. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.