UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
On April 15, 2023, the Board of Directors (the “Board”) of AerSale Corporation (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from ten to eleven directors and appointed Andrew Levy to serve as an independent member of the Board until the Company’s 2023 Annual Meeting of Stockholders.
Upon recommendation of the Nominating and Corporate Governance Committee, the Board appointed Mr. Levy to serve on the Audit Committee of the Board. There are no arrangements or understandings that exist between Mr. Levy and any other persons pursuant to which he was selected as a director. In addition, there are no transactions between Mr. Levy and the Company that would be reportable under Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Levy will participate in the Company’s Amended and Restated Non-Employee Director Compensation Plan (the “Plan”). Under the terms of the Plan, non-employee directors receive (i) an annual cash retainer of $50,000 for service on the Board, (ii) an annual grant (the “Annual Award”) of restricted stock units with an aggregate fair value equal to $60,000 (as determined in accordance with FASB Accounting Codification Topic 718 (“ASC 718”)), and (iii) an initial grant (the “Initial Grant”) of restricted stock units with an aggregate fair value equal to $60,000 (as determined in accordance with ASC 718), pro-rated for that portion of the year in which the director will serve on the Board until such director is eligible and qualifies for the Annual Award as set forth under the Plan. The Annual Award and the Initial Grant will generally vest on the first anniversary from the grant date and convert into one share of common stock of the Company for each restricted stock unit, subject to the director’s continued service through the applicable vesting date.
On April 14, 2023, Eric J. Zahler, a member of the Board since December 2020 and currently the Board’s Lead Independent Director and a member of the Board’s Compensation Committee, and Sai S. Devabhaktuni, a member of the Board since December 2020 and currently a member of the Board’s Audit Committee and Nominating and Corporate Governance Committee, each notified the Board of their decision to retire from the Board at the end of their current term and not seek re-election to the Board at the 2023 annual meeting of stockholders of the Company (the “Annual Meeting”). Also on April 14, 2023, Michael Kirton, a member of the Board since December 2020, notified the Board of his decision to not seek re-election to the Board at the Annual Meeting due to Leonard Green & Partners, L.P. (“Leonard Green”) reduction of its ownership position in the Company, which will result in Leonard Green having a single Board seat. Messrs. Zahler, Devabhaktuni, and Kirton will remain on the Board until their terms end at the Annual Meeting.
Item 8.01.Other Events.
On April 19, 2023, the Company issued a press release announcing Mr. Levy’s appointment to the Board and the decisions of Messrs. Zahler, Devabhaktuni, and Kirton to not stand for re-election to the Board at the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: April 19, 2023 | By: | /s/ James Fry |
| Name: | James Fry |
| Title: | Executive Vice President, General Counsel & Corporate Secretary |