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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (date of earliest event reported): June 9, 2023

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AERSALE CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware

001-38801

84-3976002

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer Identification
Number)

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255 Alhambra Circle, Suite 435

Coral Gables, FL 33134

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(Address of principal executive offices)

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Registrant’s telephone number, including area code:

(305) 764-3200

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Not Applicable

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

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

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☐

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

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☐

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

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☐

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

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☐

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

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

ASLE

The Nasdaq Capital Market

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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).

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Emerging growth company ☒

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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. ☐

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

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As set forth in greater detail in Item 5.07 below, at the 2023 Annual Meeting of Stockholders of AerSale Corporation (the “Company”) held on June 9, 2023 (the “Annual Meeting”), the stockholders of the Company approved the First Amendment (the “First Amendment”) to the AerSale Corporation 2020 Equity Incentive Plan (the “Plan”). The First Amendment amends the Plan to increase the number of shares of the Company’s common stock reserved and available for grant under the Plan by 2,000,000 shares.

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For a summary of the principal provisions of the Plan, as amended by the First Amendment, see the section entitled “Proposal 2: Approval of First Amendment to 2020 Equity Incentive Plan” of the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 28, 2023, which summary is incorporated herein by reference.

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

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The Company held the Annual Meeting on June 9, 2023, at which a total of 48,400,321 shares of the Company’s common stock were present or represented by proxy, representing approximately 94.5% of the Company’s common stock outstanding as of April 20, 2023, the record date for the Annual Meeting.

Set forth below are the voting results for the proposals considered and voted upon by the Company’s stockholders at the Annual Meeting, each of which were more fully described in the Proxy Statement.

Item 1: To elect Nicolas Finazzo, Robert B. Nichols, Jonathan Seiffer, Peter Nolan, Richard J. Townsend, General C. Robert Kehler, Lt. General Judith Fedder and Andrew Levy as directors to serve until the Company’s 2024 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified.

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Nominee

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For

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Against

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Abstain

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Nicolas Finazzo

44,389,355

662,875

81,620

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Robert B. Nichols

44,471,870

572,104

89,876

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Jonathan Seiffer

42,416,504

2,627,672

89,674

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Peter Nolan

43,180,747

1,863,428

89,675

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Richard J. Townsend

44,441,834

602,140

89,876

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General C. Robert Kehler

44,433,869

610,206

89,775

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Lt. General Judith Fedder

45,021,475

22,700

89,675

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Andrew Levy

45,026,841

18,837

88,172

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Broker Non Votes – 3,266,471

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Item 2: To approve the First Amendment to the AerSale Corporation 2020 Equity Incentive Plan.

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For

Against

Abstain

44,583,883

369,985

179,982

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Broker Non Votes – 3,266,471

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Item 3: To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

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For

Against

Abstain

48,235,831

72,548

91,942

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Broker Non Votes – none

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Based on the foregoing votes, Nicolas Finazzo, Robert B. Nichols, Jonathan Seiffer, Peter Nolan, Richard J. Townsend, General C. Robert Kehler, Lt. General Judith Fedder and Andrew Levy were elected as directors, and Items 2 and 3 were approved and ratified, respectively.

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SIGNATURES

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.

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AERSALE CORPORATION

 

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Date: June 15, 2023

By:

/s/ James Fry

 

Name:

James Fry

 

Title:

Executive Vice President, General Counsel & Corporate Secretary

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