UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
AerSale Corporation (the “Company”) held its annual meeting of stockholders (“Annual Meeting”) on June 5, 2025, at which a total of 42,010,234 shares of the Company’s common stock were present or represented by proxy, representing approximately 89.65% of the Company’s common stock outstanding as of April 9, 2025, 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 Company's proxy statement filed with the Securities and Exchange Commission on April 24, 2025.
Item 1: To elect seven (7) directors as follows: Nicolas Finazzo, Robert B. Nichols, Lt. General Judith Fedder, Andrew Levy, Thomas Mullins, Carol DiBattiste, and Thomas Mitchell as directors to serve until the Company’s 2026 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified.
Nominee | For | Against | Abstain |
Nicolas Finazzo | 32,572,752 | 3,633,199 | 39,950 |
Robert B. Nichols | 32,550,580 | 3,652,130 | 43,191 |
Lt. General Judith Fedder | 32,461,637 | 3,756,473 | 27,791 |
Andrew Levy | 32,612,117 | 3,605,483 | 28,301 |
Thomas Mullins | 32,470,798 | 3,746,802 | 28,301 |
Carol DiBattiste | 35,479,685 | 738,115 | 28,101 |
Thomas Mitchell | 35,530,390 | 687,317 | 28,194 |
Broker Non-Votes – 5,764,333
Item 2: To approve the Second Amendment to the AerSale Corporation 2020 Equity Incentive Plan.
For | Against | Abstain |
28,172,674 | 8,037,438 | 35,789 |
Broker Non-Votes – 5,764,333
Item 3: To approve, on an advisory basis, the compensation of the Company's named executive officers.
For | Against | Abstain |
31,750,086 | 4,456,132 | 39,683 |
Broker Non-Votes – 5,764,333
Item 4: To vote, on an advisory basis, on the frequency of future advisory votes to approve named executive officer compensation.
1 Yr. | 2 Yr. | 3 Yr. | Abstain |
35,158,927 | 9,012 | 678,930 | 399,032 |
Broker Non-Votes – 5,764,333
Based on these results, and consistent with the Board’s recommendation, the Company will hold an advisory vote on named executive officer compensation annually.
Item 5: To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
For | Against | Abstain |
41,859,627 | 118,556 | 32,051 |
Broker Non-Votes – none
Based on the foregoing votes, Nicolas Finazzo, Robert B. Nichols, Lt. General Judith Fedder, Andrew Levy, Thomas Mullins, Carol DiBattiste, and Thomas Mitchell were elected as directors, Items 2 and 3 were approved, the frequency of one year under Item 4 was approved, and Item 5 was ratified.
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.
| AERSALE CORPORATION | |
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Date: June 11, 2025 | By: | /s/ Martin Garmendia |
| Name: | Martin Garmendia |
| Title: | Chief Financial Officer, Treasurer, and Corporate Secretary |