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 November 17, 2023, Robert Nichols, Executive Vice Chairman, and Division President of Asset Management of AerSale Corporation (the “Company”) and employee member of the Board of Directors of the Company (the “Board”), notified the Company of his decision to retire from his position as Vice Chairman, and Division President of Asset Management of the Company effective December 31, 2023, however, as approved by the Board upon recommendation from the Board’s Nominating and Corporate Governance Committee, Mr. Nichols will remain on the Board as a compensated non-employee director as of January 1, 2024. At the current time, it is not anticipated that Mr. Nichols will serve on any committees of the Board.
There are no arrangements or understandings that exist between Mr. Nichols and any other persons pursuant to which he was selected as a director. In addition, there are no transactions between Mr. Nichols and the Company that would be reportable under Item 404(a) of Regulation S-K.
In connection with his continued service on the Board as a compensated non-employee director, Mr. Nichols will participate in the Company’s Second Amended and Restated Non-Employee Director Compensation Policy (the “Plan”). Under the terms of the Plan, non-employee directors receive (i) an annual cash retainer of $75,000 for service on the Board, and (ii) an annual grant of restricted stock units (the “Annual Award”) with an aggregate fair value equal to $125,000 (as determined in accordance with FASB Accounting Codification Topic 718). The Annual Award 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.
Item 8.01. Other Events
On November 22, 2023, the Company issued a press release announcing Mr. Nichols retirement from the Company and confirmation to remaining on the Board. 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 | Press Release of AerSale Corporation, dated November 22, 2023 | |
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 | |
| ||
Date: November 22, 2023 | By: | /s/ James Fry |
| Name: | James Fry |
| Title: | Executive Vice President, General Counsel & Corporate Secretary |