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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 | | |
| May 2, 2025 |
Date of Report (Date of earliest event reported) |
AIR LEASE CORPORATION
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
Delaware | 001-35121 | 27-1840403 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | |
| 2000 Avenue of the Stars, | Suite 1000N | | |
| Los Angeles, | California | | 90067 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (310) 553-0555 | | |
Not Applicable (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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock | AL | New York Stock Exchange |
| 3.700% Medium-Term Notes, Series A, due April 15, 2030 | AL30 | New York Stock Exchange |
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2025 annual meeting of stockholders (the “Annual Meeting”) of Air Lease Corporation (the “Company”) was held on May 2, 2025.
At the Annual Meeting, the Company’s stockholders (i) elected the nine nominees identified in the table below to the Board of Directors to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified or until his or her earlier death, disqualification, resignation or removal, (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, and (iii) approved, on an advisory basis, the 2024 compensation of the Company’s named executive officers.
Set forth below are the final voting tallies for the Annual Meeting:
Election of Directors
| | | | | | | | | | | | | | |
Director Nominee | For | Against | Abstain | Broker Non-Votes |
Matthew J. Hart | 85,001,160 | 15,502,181 | 31,365 | 4,824,492 |
Yvette Hollingsworth Clark | 92,203,773 | 8,285,935 | 44,996 | 4,824,492 |
Cheryl Gordon Krongard | 88,268,114 | 12,202,843 | 53,750 | 4,824,492 |
Marshall O. Larsen | 87,911,111 | 11,856,634 | 766,962 | 4,824,492 |
Susan McCaw | 96,922,817 | 3,591,878 | 20,014 | 4,824,492 |
Robert A. Milton | 92,923,158 | 7,591,210 | 20,339 | 4,824,492 |
John L. Plueger | 95,753,081 | 4,760,948 | 20,678 | 4,824,492 |
Ian M. Saines | 88,615,498 | 7,045,445 | 4,648,604 | 4,824,492 |
Steven F. Udvar-Házy | 95,195,004 | 5,320,066 | 19,637 | 4,824,492 |
Ratification of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2025
| | | | | | | | |
For | Against | Abstain |
102,892,773 | 2,443,818 | 22,607 |
Advisory Approval of 2024 Named Executive Officer Compensation
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
61,791,111 | 38,701,239 | 42,355 | 4,824,492 |
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 thereunto duly authorized.
| | | | | | | | | | | | | | |
| AIR LEASE CORPORATION | |
| | | | |
| Date: May 8, 2025 | /s/ Carol H. Forsyte | |
| Carol H. Forsyte | |
| Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
| |