Aircastle Limited
Aircastle LTD (Form: 8-K, Received: 05/23/2017 16:17:24)

 

 

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) May 23, 2017 (May 19, 2017)

 

 

Aircastle Limited

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda   001-32959   98-0444035

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

c/o Aircastle Advisor LLC, 300 First Stamford Place,

Stamford, Connecticut

  06902
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (203) 504-1020

 

(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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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  ☐

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.  ☐

 

 

 


Section 5 – Corporate Governance and Management

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 19, 2017, Aircastle Limited (the “Company”) held its Annual General Meeting of Shareholders.

The certified results of the matters voted upon at the meeting, which are more fully described in our proxy statement, are as follows

 

1.      Election of Directors    For    Withheld    Broker Non-Votes

Michael J. Cave

   58,416,203    306,999    15,026,293

Ronald L. Merriman

   58,297,560    425,642    15,026,293

Agnes Mura

   58,352,569    370,633    15,026,293

Charles W. Pollard

   58,340,953    382,249    15,026,293

 

2. Appointment of Ernst & Young LLP as the independent registered public accounting firm for Aircastle Limited for fiscal year 2017, and to authorize the directors of Aircastle Limited, acting by the Audit Committee, to determine the independent registered public accounting firm’s fees.

 

For

   72,345,818

Against

   1,367,831

Abstain

   35,846

 

3. Approval of the Aircastle Limited Amended and Restated 2014 Omnibus Incentive Plan, including the performance goals established under the plan for purposes of compliance with Section 162(m) of the Internal Revenue Code.

 

For

     57,332,406  

Against

     1,316,059  

Abstain

     74,737  

Broker Non-Votes

     15,026,293  

 

4. An advisory vote to approve the compensation of the Company’s named executive officers.

 

For

   57,904,770

Against

   715,425

Abstain

   103,007

Broker Non-Votes

   15,026,293

 

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5. An advisory vote of the frequency of the advisory vote on executive compensation.

 

One Year

   31,945,340

Two Years

   86,678

Three Years

   26,624,196

Abstain

   66,988

Broker Non-Votes

   15,026,293

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.

 

AIRCASTLE LIMITED

            (Registrant)

/s/ Christopher Beers

Christopher Beers
General Counsel

Date: May 23, 2017

 

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