The filing is routine management solicitation with no contested items. The CEO's performance-based award aligns long-term incentives with stock price appreciation but does not change near-term fundamentals. Monitor the September 23 vote for any unexpected dissent on say-on-pay or director elections, though prior support has been very high.
Price Chart
Executive Summary
AAR CORP filed supplemental proxy solicitation materials (DEFA14A) for its September 23, 2026 Annual Meeting, defending its governance, executive compensation, and board nominees. The filing highlights FY2026 sales of $3.3B and adjusted EBITDA of $401M, and details a performance-based CEO stock award tied to stock price hurdles of $175, $200, and $250. This is a routine management solicitation with no activist challenge or contested vote, reinforcing the status quo ahead of the meeting.
Key Financial Metrics
Key Facts
- Annual Meeting scheduled for September 23, 2026.
- FY2026 sales of $3.3B and adjusted EBITDA of $401M reported.
- CEO John Holmes granted 161,500 performance-based restricted shares (~$15M target value) with 5-year cliff vesting and stock price hurdles of $175, $200, $250.
- Board nominees include 11 directors; four have joined in the last four years.
- Say-on-pay support: 99% in 2023, 93% in 2024, 94% in 2025.
- No dissident or activist proxy contest is referenced in the filing.
Financial Impact
FY2026 sales $3.3B, adjusted EBITDA $401M; CEO special award target value ~$15M
Risk Factors
- No material risks identified in this routine proxy solicitation.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001104659-26-093286 |
| Document: 0001104659-26-093286-index-headers.html | 0001104659-26-093286 |
| Document: 0001104659-26-093286-index.html | 0001104659-26-093286 |
| Document: 0001104659-26-093286.txt | 0001104659-26-093286 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | 144 | $97.34 | awaiting T+1 | — | $97.34 (−0.00%) |
Oct 26, 2026 today | 8-K | $94.67 | awaiting T+1 | — | $97.34 (+2.82%) |
Oct 20, 2026 6d ago | 144 | $99.64 $96.67 | ▼ −2.98% | ▼ −1.80% | $97.34 (−2.31%) |
Sep 28, 2026 28d ago | 8-K | $106.75 $101.47 | ▼ −4.95% | ▼ −4.74% | $97.34 (−8.81%) |
Sep 28, 2026 28d ago | Press Release | $106.75 $101.47 | ▼ −4.95% | ▼ −4.74% | $97.34 (−8.81%) |
Sep 24, 2026 4w ago | 8-K | $120.56 $116.11 | ▼ −3.69% | ▼ −4.23% | $97.34 (−19.26%) |
Sep 15, 2026 5w ago | Press Release | $117.23 | awaiting T+1 | — | $97.34 (−16.97%) |
Aug 10, 2026 11w ago | DEFA14A | $142.69 $145.45 | ▲ +1.93% | ▲ +2.25% | $97.34 (−31.78%) |
Aug 4, 2026 11w ago | DEFA14A | $149.43 $146.83 | ▼ −1.74% | ▼ −1.54% | $97.34 (−34.86%) |
Aug 3, 2026 12w ago | Institutional Cluster | $143.06 $149.43 | ▲ +4.45% | ▲ +2.65% | $97.34 (−31.96%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers