UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  January 3, 2019

AAR CORP.

(Exact name of registrant as specified in its charter)

One AAR Place

1100 N. Wood Dale Road

Wood Dale, Illinois 60191

(Address and Zip Code of Principal Executive Offices)

Registrant’s telephone number, including area code: (630) 227-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b—2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 3, 2019, AAR CORP. announced that its Board of Directors appointed Sean M. Gillen as Vice President and Chief Financial Officer, effective January 7, 2019.  Mr. Gillen will succeed Michael D. Milligan and will report to AAR President and Chief Executive Officer John M. Holmes. He will have responsibility over the financial, accounting, tax, treasury and investor relations functions at AAR.

Mr. Gillen, age 33, joins AAR from USG Corporation (NYSE: USG), a construction materials company based in Chicago with annual net sales of $3.2 billion, where he served as Vice President and Treasurer since 2017.  Prior to USG, Mr. Gillen spent nine years in investment banking with Goldman Sachs & Co. LLC, most recently as a Vice President in their Global Industrials Group.

For the Company’s current fiscal year, Mr. Gillen will receive an annual base salary of $400,000, a target annual cash bonus opportunity equal to 100% of annual base salary, and stock awards with a dollar value of $500,000 as of the date of grant.  Mr. Gillen also will receive a sign-on bonus of $100,000, payable 30 days after his start date, and be entitled to participate in the Company’s benefit plans. The Company will enter into a severance and change in control agreement with Mr. Gillen substantially in the form entered into with certain other executive officers of the Company (see Exhibit 10.1 to the Company’s current report on Form 8-K dated October 11, 2017) and an indemnification agreement substantially in the form entered into with directors and officers of the Company (see Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended August 31, 2008).

A copy of the Company’s press release announcing Mr. Gillen’s appointment as Vice President and Chief Financial Officer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits.

2

EXHIBIT INDEX

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

4

Exhibit 99.1

AAR Names Sean Gillen Chief Financial Officer

WOOD DALE, Illinois, January 3, 2019 / PR Newswire / — AAR CORP (NYSE: AIR) today announced that its Board of Directors has appointed Sean Gillen as Vice President and Chief Financial Officer, effective January 7, 2019.  Mr. Gillen will succeed Michael Milligan and will report to President and Chief Executive Officer John Holmes. He will have responsibility over the financial, accounting, tax, treasury and investor relations functions at AAR.

Mr. Gillen joins AAR from USG Corporation (NYSE: USG), a construction materials company based in Chicago with annual net sales of $3.2 billion, where he served as Vice President and Treasurer.  Prior to USG, Mr. Gillen spent nine years in investment banking with Goldman Sachs in their Global Industrials Group.

Mr. Holmes commented on Mr. Gillen’s appointment, “We are thrilled to add Sean to our deep and experienced management team. Sean is an exceptional talent with significant corporate finance, M&A and investor relations expertise.  Sean is a strong and principled strategic thinker and will play a major role in helping us drive our business growth strategy.”

Mr. Holmes also thanked Mr. Milligan for his service, noting that “Mike was a steady hand who contributed to AAR’s continued financial strength during his tenure as CFO. It has been a pleasure to work with Mike.”

Mr. Gillen said, “I am very excited to join AAR, a dynamic organization with a strong track record and tremendous future.  I look forward to working together with John and the management team to continue to deliver superior results for AAR’s customers, employees and shareholders.”

About AAR

AAR is a global aerospace and defense aftermarket solutions company that employs more than 6,000 people in over 20 countries. Headquartered in the Chicago area, AAR supports commercial and government customers through two operating segments: Aviation Services and Expeditionary Services. AAR’s Aviation Services include parts supply; OEM solutions; integrated solutions; maintenance, repair, overhaul; and engineering. AAR’s Expeditionary Services include mobility systems and composite manufacturing operations. Additional information can be found at www.aarcorp.com.

This press release contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based on beliefs of Company management, as well as assumptions and estimates based on information currently available to the Company, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, including those factors discussed under Item 1A, entitled “Risk Factors”, included in the Company’s Form 10-K for the fiscal year ended May 31, 2018. Should one or more of these risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described.  These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control.  The Company assumes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. For additional information, see the comments included in AAR’s filings with the Securities and Exchange Commission.