Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

Table of Contents

Notice of Annual Meeting of Stockholders to be Held on Wednesday,Tuesday, October 8, 201413, 2015
​	​	​

August 29, 2014

To Our Stockholders:

We cordiallyare pleased to invite you to attend our 20142015 annual meeting of stockholders. Information aboutPlease read the annual meeting is set forthinformation below and in the accompanying proxy statement.statement to learn more about AAR CORP. and the matters to be voted on at the annual meeting.

By Order of the Board of Directors,

Robert J. Regan
Vice President, General Counsel and Secretary

August 28, 2015

Table of Contents

Table of Contents

ii

Table of Contents

iii

Table of Contents

2014 Proxy Statement Summary

This summary highlights certain information addressed in more detail elsewhere in this proxy statement. Please read carefully the entire proxy statement carefully before voting your shares.

Annual Meeting Information

Proposals To Be Voted On By Our Stockholders

Election of four Class III directors (Proposal 1 — pages 5-9):

iv

Table of Contents

Fiscal 20142015 Business Performance Highlights

AAR CORP. (the "Company") is a leading provider of diversified products and services to the worldwide aviation and government and defense markets. We delivered solid financial results

Fiscal 2015 was a transformative year for our fiscal year ended May 31, 2014 ("Fiscal 2014"), despite reductions in demand from our government and defense customers owing principally to the drawdown ofCompany, highlighted by the U.S. military presence in Afghanistan.following actions:

Our continued focus on our core businesses — aviation services and technology products — together with ongoing efforts to manage costs and strengthen our balance sheet, contributed to the following performance highlights in Fiscal 2014:We exited non-core businesses:

•

We reported record diluted earnings per shareSold our cargo loading manufacturing business for a purchase price of $1.83, compared to $1.38 per share$733.3 million, generating net proceeds after taxes in the fiscal year ended May 31, 2013 ("Fiscal 2013");excess of $600 million



•

We generated strong cash flowDiscontinued operations of our metals and composites manufacturing businesses, with the sale of these businesses expected to occur in Fiscal 2014, producing almost $140 million in cash flow from operations and $113 million in free cash flow, which allowed us to reduce our net debt by $89 million, pay dividends totaling $11.8 million to our stockholders and invest further in our businesses to ensure future growth;



•

We expanded our product/service portfolio and strengthened our strategic capabilities in Fiscal 2014 with the opening of a new airframe service center in Lake Charles, Louisiana, the acquisition of a niche commercial cargo loading systems business in Germany and the addition of a new supply chain hub in Brussels, Belgium;



•

Our stock price increased 21% in Fiscal 2014 to $24.30 per share from $20.06 per share, and 66% in Fiscal 2013 to $20.06 per share from $12.05 per share (our stock price on August 22, 2014 was $27.23 per share); and



•

We received several industry awards in recognition of our performance ("Best Airframe MRO Provider in the Americas," "Outstanding Component Repair Provider" and"Boeing Gold Performance Excellence Award"), and we were again named as one of Forbes magazine's "100 Most Trustworthy Companies" in 2014.2016

For more information about our financial and operating performance in Fiscal 2014, please see "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the SEC on July 17, 2014. For more information about our stock price performance, please see "Comparison of Cumulative Five Year Total Return" in our Form 10-K.

v

Table of Contents

Executive Compensation Highlights

Stockholder Outreach Program

We conducted a formal stockholder outreach program in Fiscal 2014 following the say-on-pay vote at our 2013 annual meeting. The purpose of the program was to gain a better understanding of concerns related to our executive compensation program and other matters of stockholder interest. Under the program, which was supplemental to our regular ongoing communications with stockholders, we reached out to stockholders owning approximately 75% of our outstanding shares. Participants in the outreach effort included at various times our Chairman and Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer and General Counsel. We also received feedback from two proxy advisory firms, Institutional Stockholder Services ("ISS") and Glass Lewis & Co., Inc. ("Glass Lewis").

The following table identifies the concerns raised by our stock-holders, ISS and Glass Lewis, and the actions we took in Fiscal 2014:

viiv

•

Redeemed $325 million of its regular annual compensation-setting process.7.25% high-yield notes



•

Reduced outstanding debt by approximately $480 million



•

Reduced total net debt to capital ratio to 10.5% from 35.3%



•

Reduced annual interest expense by approximately $25 million



•

Reduced the outstanding share count by 4.8 million shares to 35.5 million shares through a self-tender offer completed in May 2015 and stock repurchases made throughout Fiscal 2014 Compensation. Mr. Storch received a 2% increase over his year-end base salary, a significantly reduced cash bonus (30% below the bonus determined by formula under the short-term incentive plan) and a 10% increase in the number of shares under his long-term incentive award, all as reflected in the table below (note that Fiscal 2013 actual base salary was the amount paid in Fiscal 2013, not the year-end base salary).2015

We refinanced our revolving credit facility on favorable terms:

•

CEO Compensation Mix in Fiscal 2014.Increased our borrowing capacity to $500 million (with potential additional capacity of up to $750 million) As shown below, Mr. Storch's acutal Fiscal 2014 compensation was significantly weighted toward variable performance-based compensation. His performance-based restricted stock award, stock options and performance-based cash bonus represented 66%



•

Reduced our borrowing rates



•

Extended the term of his total direct compensation in Fiscal 2014.
the facility to March 2020

vii

---

Table of Contents

Fiscal 2015 Executive Compensation ActionsHighlights

Overview

Our Compensation Committee made significant changes to the Company'sapproved a Fiscal 2015 executive compensation program in Fiscal 2015 basedthat further emphasizes the importance of pay for performance, placing greater reliance on its consideration of the following factors: the macro-environment in which the Company operates its businesses; the Company's performance in Fiscal 2014at-risk performance-based compensation and its expected performance in Fiscal 2015; the executive compensation assessment prepared by its independent compensation consultant in July 2014; the Company's commitment to meeting the burn rate parameters under the AAR CORP. 2013 Stock Plan; stockholder concerns identified in our stockholder outreach program; and other relevant items. In sum, thelesser reliance on fixed compensation.

Our Compensation Committee took the following specific actions with respect to our Fiscal 2015 executive compensation actions:program:

•

Froze base salaries at their Fiscal 2014 levels;levels with no increase (with one exception involving a promotion);

•

Retained

Did not pay any annual cash bonuses under the Fiscal 2015 short-term incentive plan based on the Company's earnings per share and cash flow from operations asperformance;

Paid special transaction bonuses based on the performance goals underCompany's successful divestiture of its cargo loading manufacturing business in March 2015;

Reduced significantly the Fiscal 2015 short-term incentive plan;

•

Granted a totaldollar value of 288,206 shares to employeesstock awards granted under the Fiscal 2015 long-term incentive plan (which equals 576,412 "equivalent shares" for purposes ofcompared to the burn rate calculation given that the sharesdollar value granted were performance-based and time-based restricted stock), as contrasted with a total of 1,154,631 shares granted to employees under the Fiscal 2014 long-term incentive plan (which equals 1,276,247 "equivalent shares" for purposes of the burn rate calculation as the shares granted included performance-based and time-based restricted stock as well as stock options) — thus,(e.g., a 75% reduction in total shares and a 55% reduction in "equivalent shares";

•

Consistent with the above, granted stock awards with a43% dollar value of $1,695,200 to our Chairman and Chief Executive Officer in Fiscal 2015, compared to Fiscal 2014 stock awards of $2,964,720 — a 43% reduction in the dollar valuecase of the stock awards;our Chief Executive Officer);

•

Altered the mix of stock awards under the Fiscal 2015 long-term incentive plan to place greater emphasis on

Granted at-risk performance-based restricted stock (75%representing 75% of total stock awards in Fiscal 2015 are performance-based restricted stock compared to 23% in Fiscal 2014);the named executive officers; and

•

Approved return on invested capital and cumulative net income as the two performance goals for at-risk performance-based restricted stock awards under the Fiscal 2015 long-term incentive plan.

v

---

Table of Contents

Chief Executive Officer Compensation

CEO Total Direct Compensation: Fiscal 2015 Compared With Fiscal 2014*

The total direct compensation of David P. Storch, our Chief Executive of Officer, was $4,760,362 in Fiscal 2015, which represented a less than one percent increase over his total direct compensation of $4,722,717 in Fiscal 2014:

Compensation Element		Fiscal 2014 Actual ($)				Fiscal 2015 Actual ($)
​	​	​	​	​	​	​
Base Salary		906,449				906,449**
​	​	​	​	​	​	​
Annual Cash Bonus		851,548				—
​	​	​	​	​	​	​
Special Transaction Bonus		N/A				2,158,713
​	​	​	​	​	​	​
Long-Term Incentive Compensation		2,964,720				1,695,200
​	​	​	​	​	​	​
Total Direct Compensation		4,722,717				4,760,362
​	​	​	​	​	​	​

*

Total direct compensation is the sum of base salary, annual cash bonus and long-term incentive compensation awards, expressed in dollars. For Fiscal 2015 only, total direct compensation also included a special transaction bonus.



**

Mr. Storch voluntarily reduced his base salary by 15.4% to $767,000, effective September 1, 2015. Please refer to "Executive Compensation — Compensation Discussion and Analysis — Fiscal 2016 Executive Compensation Actions" for other changes to Mr. Storch's Fiscal 2016 compensation.

CEO Compensation Mix in Fiscal 2015

Mr. Storch's Fiscal 2015 total direct compensation was significantly weighted toward at-risk performance-based compensation. His at-risk performance-based restricted stock award and special transaction bonus represented 72% of his total direct compensation in Fiscal 2015, compared with fixed compensation at 28% of his total direct compensation.

vi

---

Table of Contents

Compensation for Named Executive Officers other than the CEO

The Fiscal 2015 total direct compensation for the four other named executive officers of the Company consisted of 73% of at-risk performance-based compensation, compared with fixed compensation at 27% of total direct compensation.

*

One named executive officer received an annual cash bonus under a business group performance incentive plan; he did not receive a special transaction bonus.

Key Compensation Policies and Practices

The following policies and practices are key elements of the Company's executive compensation program:program are:

•

Annual advisory stockholder approval of executive compensation;

•

Non-guaranteed performance-based annual cash bonuses;

•

Challenging performance targets under both the short-term and long-term incentive plans;

•

Significant vesting periods for stock awards and stock options;stock-based awards;

•

No repricing of stock options without stockholder approval;

•

No dividends on unearned performance basedat-risk performance-based restricted stock until performance goals are met;

•

Stock ownership guidelines for directors and executive officers;

•

Policy

Insider trading policy prohibiting short sales, pledging and hedging transactions;

•

No tax-gross ups in CEO's employment agreement or any new agreement since 2012; and

•

Clawback of incentive compensation in the event of certain financial restatements.

viiivii

---

Table of Contents

---

Corporate Governance Highlights

CORPORATE GOVERNANCE HIGHLIGHTS

Good corporate governance isremains an essential part of the Company's culture. The Board of Directors annually reviews the Company's key corporate governance documents, including the Corporate Governance Guidelines and the Board Committee charters, to ensure that they reflect best practices consistent with the Company's culture and strategy. The creation of a Lead Director position is one recent example of the Company's commitment to corporate governance best practices.

The following table identifies the Company's key corporate governance practices and related information:

	Corporate Governance Information								As of August 29, 201428, 2015
​	​	​	​	​
Number of Directors		​		11
​	​	​	​	​
Number of Independent Directors		​		9
​	​	​	​	​
Average Age of Directors		​		6566
​	​	​	​	​
Average Tenure of Directors		​		1011 years
​	​	​	​	​
Director Retirement Age		​		7275 on nomination date
​	​	​	​	​
Lead Director		​		Yes
​	​	​	​	​
Stock Ownership Guidelines		​		Yes
​	​	​	​	​
Annual Stock Grant to Non EmployeeNon-Employee Directors		​		Yes
​	​	​	​	​
Independent Directors —– Executive Sessions		​		Yes
​	​	​	​	​
Independent Compensation Consultant		​		Yes
​	​	​	​	​
Annual Board and Committee Self Evaluations		​		Yes
​	​	​	​	​
Code of Business Ethics and Conduct		​		Yes
​	​	​	​	​
Ethics Hotline Policy		​		Yes
​	​	​	​	​
Related Person Transaction Policy		​		Yes
​	​	​	​	​
Disclosure Committee for Financial Reporting		​		Yes
​	​	​	​	​
Annual Advisory Stockholder Approval of Executive Compensation		​		Yes
​	​	​	​	​

ixviii

---

Table of Contents

One AAR Place
1100 North Wood Dale Road
Wood Dale, Illinois 60191

We will hold our 20142015 annual meeting of stockholders on Wednesday,Tuesday, October 8, 2014,13, 2015, at 9:00 a.m., Chicago time, at AAR CORP.'s corporate headquarters located at One AAR Place, 1100 North Wood Dale Road, Wood Dale, Illinois 60191. We cordially invite you to attend the annual meeting and ask that you vote on the proposals described in this proxy statement.

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

Why am I receiving the proxy materials?

Our Board of Directors is providing these proxy materials to you, beginning on or about August 29, 2014,28, 2015, in connection with its solicitation of proxies for use at the Company's 20142015 annual meeting of stockholders.

What information is contained in the proxy materials?

The proxy materials contain information about the proposals to be voted on at the annual meeting, the compensation of our directors and our most highly paid executive officers, corporate governance and other information about the Company.

How do I access the proxy materials electronically?

Again this year we are pleased to be distributing our proxy materials via the Internet under the "notice and access" approach permitted by the rules of the Securities and Exchange Commission ("SEC"). This approach reduces the cost and environmental impact of printing and distributing the proxy materials for our annual meeting.

We mailed a "Notice of Internet Availability of Proxy Materials" to all of our stockholders on or about August 29, 2014. The Notice gives you the choice to receive your proxy materials and vote your shares over the Internet or receive your proxy materials in printed form and vote by mailing back your proxy card.28, 2015. The Notice provides you with instructions on how to:

•



Access and review our proxy materials over the Internet;





•

Submit your vote over the Internet; and





•

Request and receive printed proxy materials.

This proxy statement, our annual report to stockholders for the fiscal year ended May 31, 2014 (referred to in this proxy statement as "Fiscal 2014"2015 ("Fiscal 2015") and our Fiscal 20142015 annual report on Form 10-K may be viewed online atwww.proxyvote.com.

Table of Contents

What proposals are stockholders voting on at the annual meeting?

Stockholders will vote on three proposals at the annual meeting:

•



Proposal 1 — The election of Patrick J. Kelly, Peter Pace, Timothy J. RomeneskoAnthony K. Anderson, Michael R. Boyce and Ronald B. WoodardDavid P. Storch as Class III directors to serve until the 20172018 annual meeting of stockholders;





•

Proposal 2 — An advisory resolution to approve the Company's Fiscal 20142015 executive compensation; and





•

Proposal 3 — The ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2015 (referred to in this proxy statement as "Fiscal 2015"2016 ("Fiscal 2016").

Who is entitled to vote?

You are entitled to vote your shares if you were an AAR CORP. stockholder at the close of business on August 19, 2014.18, 2015. This date is referred to in this proxy statement as the "record date."

Stockholder of Record.    If you were a "stockholder of record" at the close of business on the record date, you may vote your shares at the annual meeting. You are a "stockholder of record" if your shares are registered in your name with Computershare, the Company's transfer agent.

Beneficial Owner. If you were a "beneficial owner"stockholder of sharesrecord at the close of business on the record date, you may vote your shares by givingproxy by completing, signing, dating and returning the enclosed proxy card or voting instructions to your broker, bankby telephone or other nominee who isover the "stockholder of record" of your shares.Internet, or in person by attending and voting at the annual meeting.

Beneficial Owner.    You are a "beneficial owner" of shares if your shares are held in a stock brokerage account or by a bank or other nominee. If you were a beneficial owner of shares at the close of business on the record date, you may vote your shares by giving voting instructions to your

broker, bank or other nominee who is the "stockholder of record" of your shares. The Company has directed brokers, banks and other nominees to obtain voting instructions from their beneficial owners. Proxies submitted by nominees on behalf of beneficial owners will count toward a quorum and will be voted as instructed by the beneficial owners. You will receive additional instructions from your broker, bank or other nominee explaining how you may vote your shares held by your nominee.

You may receive more than one set of proxy materials. This means you hold your shares in more than one account. Please vote all of your shares.

A list of stockholders of record entitled to vote will be available at the Company's corporate headquarters for 10 days prior to the meeting and at the meeting location during the meeting.

On the record date, 39,891,15835,516,483 shares of common stock of the Company were outstanding. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on at the annual meeting.

How do stockholders vote by proxy or in person?

Stockholders of record at the close of business on the record date may vote on the matters that are before the annual meeting by proxy by completing, signing, dating and returning the enclosed proxy card or by voting by telephone or over the Internet, or in person by attending and voting at the annual meeting.

How do stockholders vote by telephone or over the Internet?

Specific instructions for using the telephone and Internet voting methods are set forth on the proxy card. These instructions are designed to authenticate your identity, allow you to give your voting instructions and confirm that those instructions have been properly recorded. You may vote by telephone or over the Internet 24 hours a day, seven days a week, until 10:59 p.m.

Table of Contents

(Chicago (Chicago time) on the day prior to the annual meeting. If you vote by telephone or over the Internet, please do not return your proxy card.

How do stockholders revoke a proxy?

You may revoke your proxy (e.g., to change your vote) at any time before it is exercised by:

•



Sending a written notice of revocation to the Secretary of the Company at the Company's address listed on the first page of this proxy statement;





•

Submitting anothera later-dated proxy by telephone, or over the Internet;Internet or by mail; or





•

Delivering a later dated, signed proxy; or



•

Voting in person at the annual meeting.

How will the proxy holders vote the shares?

The proxy holders will vote shares in accordance with instructions on the proxy card. If no instructions are given, the proxy holders will vote the shares as follows:

•



FOR the election of all of the four Class IIIthree director nominees;





•

FOR the advisory resolution to approve our Fiscal 20142015 executive compensation; and





•

FOR the ratification of KPMG LLP as our independent registered public accounting firm for Fiscal 2015.2016.

If any other matter properly comes before the annual meeting, the proxy holders will use their judgment to vote in a manner consistent with the best interest of stockholders. If any director nominee becomes unavailable for election for any reason prior to the annual meeting vote, the Board may reduce the number of directors to be elected or substitute another person as nominee, in which case the proxy holders will vote for the substitute nominee.

What are the quorum and vote requirements?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist if a majority of the outstanding shares of common stock entitled to vote at the meeting is present in person or by proxy at the annual meeting. Abstentions and broker non-votes, if any, will be counted as present for purposes of determining whether there is a quorum. A "broker non-vote" will occur when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

Please note that brokers will have discretionary authority to vote shares on the ratification of KPMG; however, brokers may not vote shares on the election of directors or on the advisory resolution to approve executive compensation without specific instructions from their beneficial owners. Accordingly, please follow your broker's instructions so that your vote may be counted.

The following table indicates the vote required for approval of each matter to be presented to the stockholders at the annual meeting and the effect of "withhold" votes, abstentions, and broker non-votes.

				Required Vote				Effect of "Withhold" Votes, Abstentions and Broker Non-Votes
​	​	​	​	​	​	​	​	​
		Proposal 1 — Election of Three Directors		Affirmative vote of a plurality of the shares of common stock present and entitled to vote (the three nominees who receive the greatest number of votes will be elected directors of the Company).				"Withhold" votes and broker non-votes will have no effect on the voting for the election of directors.
​	​	​	​	​	​	​	​	​
		Proposal 2 — Advisory Resolution to Approve Fiscal 2015 Executive Compensation		Affirmative vote of a majority of the shares of common stock present and entitled to vote.				Abstentions will have the effect of a vote "against" and broker non-votes will have no effect on the voting for this matter.
​	​	​	​	​	​	​	​	​
		Proposal 3 — Ratification of the Appointment of KPMG LLP		Affirmative vote of a majority of the shares of common stock present and entitled to vote.				Abstentions will have the effect of a vote "against"; there will be no broker non-votes for this matter.
​	​	​	​	​	​	​	​	​

How will the vote be tabulated?

Inspectors of election appointed for the annual meeting will tabulate all votes cast in person or by proxy at the annual meeting. In the event a quorum is not present at the annual meeting, we expect that the annual meeting will be adjourned or postponed to solicit additional proxies.

Table of Contents

The following table indicates the vote required for approval of each matter to be presented to the stockholders at the annual meeting and the effect of "withhold" votes, abstentions, and broker non-votes.

						Required Vote				Effect of "Withhold" Votes, Abstentions and Broker Non-Votes
		Proposal 1 — Election of Class III Directors				Affirmative vote of a plurality of the shares of common stock present and entitled to vote (the three nominees who receive the greatest number of votes will be elected directors of the Company).				"Withhold" votes and broker non-votes will have no effect on the voting for the election of directors."
		Proposal 2 — Advisory Resolution to Approve Fiscal 2014 Executive Compensation				Affirmative vote of a majority of the shares of common stock present and entitled to vote.				Abstentions will have the effect of a vote "against" and broker non-votes will have no effect on the voting for this matter.
		Proposal 3 — Ratification of the Appointment of KPMG LLP				Affirmative vote of a majority of the shares of common stock present and entitled to vote.				Abstentions will have the effect of a vote "against"; there will be no broker non-votes for this matter.

Who is the Company's proxy solicitor?

The Company has engaged D. F. King & Co., Inc., 48 Wall Street, New York, New York 10005, to assist the Company in soliciting proxies at a total estimated cost of $11,500, plus reasonable out-of-pocket expenses. The cost of soliciting proxies will be paid by the Company. D. F. King & Co., Inc. may solicit proxies by mail, telephone, facsimile, e-mail, or in person. Certain officers, directors and employees of the Company may also solicit proxies for no additional compensation.

Table of Contents

PROPOSAL 1 — ELECTION OF OUR DIRECTORS

PROPOSAL 1 — ELECTION OF OUR DIRECTORS

The Company's Restated Certificate of Incorporation and By-Laws provide that the Board of Directors shall consist of between three and 15 directors, with the exact number of directors to be set from time to time by the Board. The number of directors is currently set at 11. The members of the Board are divided into three classes, each having a three-year term that expires in successive years: Class I (three directors), Class II (four directors), and Class III (four directors).

The Board of Directors has nominated fourthree individuals to be elected as Class IIII directors at the annual meeting, each to serve a three-year term expiring at the 20172018 annual

meeting or until the individual is succeeded by another qualified director who has been duly elected. The nominees for director in Class IIII at the annual meeting are Patrick J. Kelly, Peter Pace, Timothy J. RomeneskoAnthony K. Anderson, Michael R. Boyce and Ronald B. Woodard.David P. Storch.

Each nominee is currently serving as a director of the Company. Each nominee, other than Mr. Romenesko,Storch, has been determined by the Board to be "independent" within the meaning of the rules of the New York Stock Exchange ("NYSE") and the SEC. As Chairman, President and Chief OperatingExecutive Officer of the Company, Mr. RomeneskoStorch does not qualify as an independent director under the NYSE and SEC rules.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTEFOR THE ELECTION OF ALL OF OUR DIRECTOR NOMINEES.

Information about Our Director Nominees and Our Continuing Directors

Information about the director nominees and continuing directors whose terms expire in future years is set forth below:

OUR DIRECTOR NOMINEES

Class III Directors whose terms expire at the 2014 annual meeting		Director Since
PATRICK J. KELLY, 59: Since 1986, Managing Director of KMK & Associates, LLC (a private equity firm with interests in companies operating in the food, distribution, technology, financial services, real estate and energy industries).			2006
Director Qualifications: The Board of Directors concluded that Mr. Kelly should serve as a director of the Company based on his leadership and operational experience at various businesses, his background as a long-term chief executive officer and his business expertise gained through his experience at a private equity firm with a diversified portfolio of operating companies.

Table of Contents

PETER PACE, 68: General, U.S. Marine Corps (Retired). From 2005 to 2007, Chairman of the Joint Chiefs of Staff.			2012
Current public company directorships: Pike Electric Corp., Qualys, Inc. and Textura Corporation.
Other public company directorships held in the past five years: Laserlock Technologies, Inc. and Wi2Wi Corporation.
Director Qualifications: The Board of Directors concluded that General Pace should serve as a director of the Company based on his leadership and management skills and experience from over 40 years of service with the United States Marine Corps, culminating in his appointment as the 16th Chairman of the Joint Chiefs of Staff (the most senior position in the United States Armed Forces), where he served from 2005 to 2007 as the principal military adviser to the President, the Secretary of Defense, the National Security Council and the Homeland Security Council.
TIMOTHY J. ROMENESKO, 57: Since 2007, President and Chief Operating Officer of AAR CORP. From 1994 to 2007, Vice President, Chief Financial Officer and Treasurer of AAR CORP. From 1991 to 1994, Corporate Controller of AAR CORP.			2007
Director Qualifications: The Board of Directors concluded that Mr. Romenesko should serve as a director of the Company based on his current leadership position as President and Chief Operating Officer of the Company, his experience in various accounting and financial capacities during his 33-year career with the Company and his knowledge of the Company's commercial aviation and government and defense services markets.
RONALD B. WOODARD, 71: Since 2003, Chairman of MagnaDrive, Inc. (an industrial torque transfer equipment company, which he co-founded following his retirement from The Boeing Company after 32 years). From 1995 to 1998, President of the Boeing Commercial Airplane Group. From 1991 to 1994, Vice President and General Manager of the Renton Division of Boeing Commercial Aircraft. From 1987 to 1991, President of deHavilland Aircraft. Prior to that, Vice President and General Manager of the Materiel Division of Boeing Commercial Aircraft, and various other management positions.			2004
Current public company directorship: Outerwall, Inc.
Other public company directorships held in the past five years: Coinstar, Inc. and Continental Airlines, Inc.
Director Qualifications: The Board of Directors concluded that Mr. Woodard should serve as a director of the Company based on his management and manufacturing experience as a senior officer of The Boeing Company, his knowledge of the commercial aviation industry and his experience as a director of other public companies, including Continental Airlines, Inc.

Table of Contents

OUR CONTINUING DIRECTORS

Class I Directors whose terms expire at the 20152018 annual meeting
ANTHONY K. ANDERSON, 58:59: Since 2012, an independent business consultant. From 2006 to April 2012, Vice Chairperson and Managing Partner of Midwest Area at Ernst & Young LLP (a global accounting firm). Prior thereto, served in various management positions during a 35-year career with Ernst & Young LLP.			2012
CurrentOther current public company directorships:Avery Dennison Corp., Exelon Corp. and First American Financial Corporation.
Director Qualifications:The Board of Directors concluded that Mr. Anderson should continue to serve as a director of the Company based on his 35 years working with a global accounting firm, his accounting and financial knowledge, his leadership in developing management talent programs, his service as a director of other public companies, and his professional, civic and charitable service, including as a director of numerous not-for-profit organizations.
MICHAEL R. BOYCE, 66: Since 2005, Chairman and Chief Executive Officer of PQ Corporation (a specialty chemicals and catalyst company).67: Since 1998, Chairman and Chief Executive Officer of The Peak Group (an operating and acquisition company). Since May 2015, Chairman of the Board of PQ Corporation (a specialty chemicals and catalyst company), and from 2005 to May 2015, Chairman and Chief Executive Officer of PQ Corporation. From 1990 to 1998, President and Chief Operating Officer of Harris Chemical Group, Inc. (a chemicals company).			2005
CurrentOther current public company directorship:Stepan Company.
Director Qualifications: The Board of Directors concluded that Mr. Boyce should continue to serve as a director of the Company based on his experience as Chairman and Chief Executive Officer of two leading global organizations, his insight into global manufacturing, supply and distribution practices and his international business development skills.

Table of Contents

		Director Since
DAVID P. STORCH, 61:62: Since August 2015 and from 2005 to 2007, Chairman of the Board, President and Chief Executive Officer of AAR CORP. From 20052007 to 2007,August 2015, Chairman of the Board President and Chief Executive Officer of AAR CORP. From 1996 to 2005, President and Chief Executive Officer of AAR CORP. From 1989 to 1996, President and Chief Operating Officer of AAR CORP. From 1988 to 1989, Vice President of AAR CORP.			1989
CurrentOther current public company directorships:KapStone Paper and Packaging Corp. and Kemper Corporation.
Director Qualifications:The Board of Directors concluded that Mr. Storch should continue to serve as a director of the Company based on his current position as Chairman of the Board, President and Chief Executive Officer of the Company, his leadership and management skills, his understanding of the Company's businesses gained during his 35-year36-year career with the Company, his knowledge of the commercial aviation and government and defense services markets, and his leadership role in transforming the Company into a leading international provider of products and services to the commercial aviation and government and defense services markets, with front-end manufacturing and after-market support to domestic and international customers.markets.

Table of ContentsOUR CONTINUING DIRECTORS

	Class II Directors whose terms expire at the 2016 annual meeting
NORMAN R. BOBINS, 71:72: Since 2008, Non-Executive Chairman of The PrivateBank and Trust Company -– Chicago (a financial services company) and Chief Executive Officer of Norman Bobins Consulting, LLC. From May 2007 until October 2007, Chairman of the Board of LaSalle Bank Corporation. From 2002 to 2007, President and Chief Executive Officer of LaSalle Bank Corporation. From 2006 to 2007, President and Chief Executive Officer of ABN AMRO North America. From 2002 to 2007, Senior Executive Vice President at ABN AMRO Bank N.V., the Dutch parent of LaSalle Bank Corporation.			2007
CurrentOther current public company directorships:AGL Resources Inc., Aviv REIT,Omega Healthcare Investors, Inc., and PrivateBancorp, Inc. and SIMS Metal Management Limited.
Other public company directorships held in the past five years: Global Hyatt Corp.Aviv REIT, Inc., Nicor Inc. and Nicor Inc.SIMS Metal Management Limited.
Director Qualifications:The Board of Directors concluded that Mr. Bobins should serve as a director of the Company based on his 44 years of banking experience, his financial and accounting knowledge, his service as a director of other public companies, and his civic involvement as a director of various not-for-profit organizations.
RONALD R. FOGLEMAN, 72:73: Since 1997, President and Chief Operating Officer of B Bar J Cattle & Consulting Company (a consulting company). From 1994 to 1997, General, Chief of Staff of the United States Air Force, Washington, D.C.			2001
CurrentOther current public company directorship:Orbital ATK Inc.
Other public company directorships held in the past five years:Alliant Techsystems, Inc.
Director Qualifications: The Board of Directors concluded that General Fogleman should serve as a director of the Company based on his leadership skills and record of accomplishment during a 34-year career with the United States Air Force, his business experience and business relationships gained through his senior management positions at two consulting organizations, his understanding of the government defense and services markets and his service as a director of other public companies. General Fogleman was electedcurrently serves as the Company's Lead Director in April 2013.Director.

Table of Contents

		Director Since
JAMES E. GOODWIN, 70:71: Since 2009, Chairman of Federal Signal Corporation (a safety and security products manufacturer). From 2007 to 2008, Interim President and Chief Executive Officer of Federal Signal Corporation. From 2001 to 2007, an independent business consultant. From 1999 to 2001, Chairman and Chief Executive Officer of UAL, Inc. and United Airlines, Inc., from which he retired after 34 years. From 1998 to 1999, President and Chief Operating Officer of United Airlines, Inc. From 1992 to 1998, Senior Vice President of United Airlines, Inc.			2002
CurrentOther current public company directorships:Federal Signal Corporation and John Bean Technologies Corporation.
Other public company directorship held in the past five years: First Chicago Bancorp.
Director Qualifications: The Board of Directors concluded that Mr. Goodwin should serve as a director of the Company based on his airline industry experience and expertise, including his leadership positions at UAL, Inc. and United Airlines, Inc., his management experience and his financial expertise, as well as his global consulting experience and his service as a director of other public companies.
MARC J. WALFISH, 62:63: Since 2003, Founding Partner of Merit Capital Partners (a mezzanine investor company). From 1991 to 2003, partner at William Blair Mezzanine Capital Partners. From 1978 to 1991, various positions at Prudential Capital Corporation, most recently as Senior Vice President.			2003
Director Qualifications:The Board of Directors concluded that Mr. Walfish should serve as a director of the Company based on his experience in the finance industry, including as a founding partner of Merit Capital Partners, a mezzanine investor company, his knowledge of the capital markets and his expertise in corporate finance, strategic planning and risk management.
Class III Directors whose terms expire at the 2017 annual meeting
PATRICK J. KELLY, 60: Since 1986, Managing Director of KMK & Associates, LLC (a private equity firm with interests in companies operating in the food, distribution, technology, financial services, real estate and energy industries).			2006
Director Qualifications: The Board of Directors concluded that Mr. Kelly should serve as a director of the Company based on his leadership and operational experience at various businesses, his background as a long- term chief executive officer and his business expertise gained through his experience at a private equity firm with a diversified portfolio of operating companies.
PETER PACE, 69: General, U.S. Marine Corps (Retired). From 2005 to 2007, Chairman of the Joint Chiefs of Staff.			2012
Other current public company directorships: Qualys, Inc. and Textura Corporation.
Other public company directorships held in the past five years: Laserlock Technologies, Inc., Pike Electric Corp., and Wi2Wi Corporation.
Director Qualifications:The Board of Directors concluded that General Pace should serve as a director of the Company based on his leadership and management skills and experience from over 40 years of service with the United States Marine Corps, culminating in his appointment as the 16th Chairman of the Joint Chiefs of Staff (the most senior position in the United States Armed Forces), where he served from 2005 to 2007 as the principal military adviser to the President, the Secretary of Defense, the National Security Council and the Homeland Security Council. The Board also gave positive weight to General Pace's understanding of the government defense and services markets and his service as a director of other public companies.

Table of Contents

		Director Since
TIMOTHY J. ROMENESKO, 58: Since August 2015, Vice Chairman of AAR CORP. and Chief Operating Officer of the Expeditionary Services business group. From March 2015 to August 2015, President of AAR CORP. and Chief Operating Officer of the Expeditionary Services business group. From 2007 to March 2015, President and Chief Operating Officer of AAR CORP. From 1994 to 2007, Vice President, Chief Financial Officer and Treasurer of AAR CORP. From 1991 to 1994, Corporate Controller of AAR CORP.			2007
Director Qualifications: The Board of Directors concluded that Mr. Romenesko should serve as a director of the Company based on his leadership positions with the Company, his experience in various accounting and financial capacities during his 33-year career with the Company and his knowledge of the Company's commercial aviation and government and defense services markets.
RONALD B. WOODARD, 72: Since 2014, retired Chairman of MagnaDrive, Inc. (an industrial torque transfer equipment company, which he co-founded following his retirement from The Boeing Company after 32 years). From 1995 to 1998, President of the Boeing Commercial Airplane Group. From 1991 to 1994, Vice President and General Manager of the Renton Division of Boeing Commercial Aircraft. From 1987 to 1991, President of deHavilland Aircraft. Prior to that, Vice President and General Manager of the Materiel Division of Boeing Commercial Aircraft, and various other management positions.			2004
Other current public company directorship:Outerwall, Inc. (formerly Coinstar, Inc.)
Other public company directorships held in the past five years: Continental Airlines, Inc.
Director Qualifications: The Board of Directors concluded that Mr. Woodard should serve as a director of the Company based on his management and manufacturing experience as a senior officer of The Boeing Company, his knowledge of the commercial aviation industry and his experience as a director of other public companies, including Continental Airlines, Inc.

PROPOSAL 2 — ADVISORY RESOLUTION TO
APPROVE OUR FISCAL 2014 EXECUTIVE COMPENSATION
Our Board of Directors unanimously recommends that you vote "FOR" each director nominee.

Table of Contents

PROPOSAL 2 — ADVISORY RESOLUTION TO APPROVE OUR FISCAL 2015 EXECUTIVE COMPENSATION

We are asking our stockholders to approve the following advisory resolution (commonly known as a say-on-pay proposal) on the compensation awarded to our named executive officers for Fiscal 20142015 as disclosed in this proxy statement:

"RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the named executive officers for Fiscal 20142015 as reported in this proxy statement pursuant to Item 402 of Regulation S-K under the Securities Exchange Act of 1934, including the Compensation Discussion and Analysis, compensation tables and narrative discussion."

We ask our stockholders to vote on our say-on-pay proposal each year for two principal reasons: (i) we have learned through our stockholder outreach program that our stockholders have a strong interest in the Company's executive compensation program; and (ii) we value the opinions of our stockholders. Accordingly, our Compensation Committee gives serious attention to the results of our annual stockholder say-on-pay vote, together with other relevant factors, in making its decisions regarding the next year's executive compensation program.

Our say-on-pay vote on our Fiscal 2014 executive compensation was overwhelmingly positive, receiving a 96.5% "FOR" vote. This result was viewed as an endorsement of our executive compensation program and the individual compensation decisions made by our Compensation Committee with respect to our named executive officers. Nonetheless, our Compensation Committee revisits the Company's executive compensation program each year to ensure that the design of the program and the individual compensation decisions serve the best interests of the Company's stockholders.

For Fiscal 2015, our Compensation Committee emphasized further the Company's commitment to a pay-for-performance executive compensation program. This commitment placed greater reliance on at-risk performance-based compensation such as performance-based cash bonuses and performance-based restricted stock tied to the Company's cumulative net income performance results over a three-year performance period. It also placed lesser reliance on fixed compensation such as base salary and time-based restricted stock.

The table below shows the breakdown of at-risk performance-based compensation and fixed compensation for the Company's Chief Executive Officer and the other named executive officers for Fiscal 2015:

NAMED EXECUTIVE OFFICER		AT-RISK PERFORMANCE-BASED COMPENSATION						FIXED COMPENSATION
​	​	​	​	​	​	​	​	​	​	​
		Performance-Based Cash Bonuses*		Performance-Based Restricted Stock				Base Salary		Time-Based      Restricted Stock
​	​	​	​	​	​	​	​	​	​	​
David P. Storch		$2,158,713		$1,271,400				$906,449		$423,800
​	​	​	​	​	​	​	​	​	​	​
Timothy J. Romenesko		$1,727,250		$635,700				$499,272		$211,900
​	​	​	​	​	​	​	​	​	​	​
John M. Holmes		$548,000		$156,480				$409,375		$52,160
​	​	​	​	​	​	​	​	​	​	​
John C. Fortson		$1,220,356		$391,200				$400,000		$130,400
​	​	​	​	​	​	​	​	​	​	​
Robert J. Regan		$750,825		$391,200				$391,586		$130,400
​	​	​	​	​	​	​	​	​	​	​

*

For Fiscal 2015, the Company paid "special transaction bonuses" to the named executive officers (except for Mr. Holmes) and other Company employees in consideration of the Company's successful divestiture of its cargo loading manufacturing business. The Company did not pay any annual cash bonuses for Fiscal 2015, except that Mr. Holmes received a bonus under a separate performance incentive plan tied to the results of the Aviation Services business group. For further information about the special transaction bonuses and the annual cash bonuses, please refer to the "Compensation Discussion and Analysis" section of this proxy statement.

Table of Contents

The percentage of at-risk performance-based compensation versus the percentage of fixed compensation for each named executive officer for Fiscal 2015 is set forth below:

Named Executive Officer		At-Risk Performance-Based Compensation				Fixed Compensation
​	​	​	​	​	​	​
David P. Storch		72%				28%
​	​	​	​	​	​	​
Timothy J. Romenesko		77%				23%
​	​	​	​	​	​	​
John M. Holmes		60%				40%
​	​	​	​	​	​	​
John C. Fortson		75%				25%
​	​	​	​	​	​	​
Robert J. Regan		69%				31%
​	​	​	​	​	​	​

Our Compensation Committee and our Board of Directors believe that the executive compensation paid to our named executive officers in Fiscal 2015, in form and amount, was fair, appropriate and in the best interest of the Company's stockholders.

We encourage our stockholders to read the "Compensation Discussion and Analysis" on pages 27-5021-37 and the "Summary

"Summary Compensation Table" and other compensation tables and related narrative starting on page 5238 of this proxy statement. These sections describe our executive compensation policies and practices and provide detailedfurther information about the compensation of our named executive officers.

As described under "Stockholder Outreach Program" in the "2014 Proxy Statement Summary" and "Compensation Discussion and Analysis," the Company conducted a stockholder outreach program in Fiscal 2014 to understand, consider and respond to stockholder concerns. With respect to executive compensation matters, the Company's key actions in Fiscal 2014 included the following:

•

Our new employment agreement with our Chairman and Chief Executive Officer David P. Storch eliminated tax gross-ups, "single-trigger" vesting of stock awards, Mr. Storch's ability to terminate employment for any reason during the 25^th month after a change in control and still receive severance, and other so-called "problematic pay practices" (as determined by ISS);



•

The award agreements under the Company's 2013 stock plan also eliminated automatic "single-trigger" vesting of stock awards and imposed "double-trigger" vesting requiring a change in control and a termination of employment;



•

The Company reduced by 30% the performance-based cash bonuses determined under its Fiscal 2014 short-term incentive plan for the five named executive officers whose bonuses were based on Company-wide performance;



•

The Company reduced by 50% the Fiscal 2014 non-qualified deferred compensation contributions made to three named executive officers, including the Chairman and Chief Executive Officer and the President and Chief Operating Officer (two other named executive officers received the minimum contribution and the sixth named executive officer does not participate in the plan); and



•

The Company also made further substantive changes to its Fiscal 2015 executive compensation program, as described in the "Compensation Discussion and Analysis," including a significant reduction in the stock awards under the Fiscal 2015 long-term incentive plan and the introduction of a return on invested capital performance goal for performance-based restricted stock granted under its Fiscal 2015 long-term incentive plan.

Table of Contents

Our Board of Directors unanimously recommends athat you vote"FOR" the Company's Fiscal 2014 say-on-pay proposal. The Board believes that the executive compensation paid to the named executive officers was fair and appropriate in Fiscal 2014 and that the Company has responded appropriately to stockholder concerns in revising its executive compensation program.

Our stockholders, upon the recommendation of our Board of Directors, previously voted that our say-on-pay proposal should be considered by stockholders at each annual meeting given the importance of the Company's executive compensation program. While the say-on-pay vote is not binding on the Board of Directors, the Board reviews and considers the results of the say-on-pay vote (as it did in response to the Fiscal 2013 say-on-pay vote), the opinions of our stockholders and other relevant factors in making future decisions regarding the Company's executive compensation program. Our stockholders will vote next on the frequency of our say-on-pay proposal (i.e., whether to hold a say-on-pay vote annually, every two years or every three years) at our 2017 annual meeting of stockholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTEFOR
THE ADVISORY RESOLUTION TO APPROVE OUR FISCAL 2014 EXECUTIVE
COMPENSATION." the advisory resolution to approve our Fiscal 2015 executive compensation.

Table of Contents

PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF KPMG LLP 
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2016

The Company's independent registered public accounting firm reports to, and is engaged at the direction of, the Audit Committee of the Company's Board of Directors.

The Audit Committee appointed KPMG LLP ("KPMG") as the Company's independent registered public accounting firm for Fiscal 2015, after consideration2016. The Company's independent registered public accounting firm is responsible for auditing the Company's financial statements and determinationthe effectiveness of internal controls over financial reporting and for expressing opinions thereon.

The Audit Committee believes that the appointment of KPMG is in the best interests of the Company and its stockholders for the following primary reasons:

KPMG's independence in light of all services renderedthat it provides to the Company and itsCompany;

The quality of KPMG's past performance as the Company's independent registered public accounting firm. firm;

KPMG's reputation in the industry and its expertise with respect to aviation and aerospace companies;

KPMG's understanding of the Company's businesses, operations, accounting policies and practices and internal control over financial reporting;

The reasonableness of the fees paid by the Company to KPMG for its services;

The recognition that a change in the Company's independent auditors is a time-consuming process replete with risks and costs and without any assurance of any benefit to the Company; and

Market information on KPMG's audit quality and performance, including recent Public Company Accounting Oversight Board ("PCAOB") reports on KPMG.

The Board of Directors asks that stockholders ratify the appointment of KPMG as the Company's independent registered public accounting firm for Fiscal 2015.2016. Representatives of KPMG are expected to be present at the annual meeting, with the opportunity to make a statement if they so desire and to respond to appropriate questions of stockholders.

Independent Registered Public Accounting Firm Fees and Services

The following table sets forth the aggregate fees billed by KPMG to the Company for Fiscal 20132014 and Fiscal 20142015 for audit, audit-related and tax services provided by the Company's independent registered public accounting firm.

		Description of Fees				Fiscal 2013 ($)					Fiscal 2014 ($)
		Audit Fees					1,689,980					1,794,370
		Audit-Related Fees1					136,375					136,000
		Tax Fees2					373,317					387,109

Description of Fees		Fiscal 2014 ($)				Fiscal 2015 ($)
​	​	​	​	​	​	​
Audit Fees		1,794,370				1,914,366
​	​	​	​	​	​	​
Audit-Related Fees1		136,000				7,500
​	​	​	​	​	​	​
Tax Fees2		387,109				332,341
​	​	​	​	​	​	​

¹

Fiscal 2013 audit-related fees were for two comfort letters, purchase price allocation and related acquisition work, technical research and statutory audits of foreign subsidiaries. Fiscal 2014 audit-related fees were for two consents on registration statement filings, acquisition due diligence assistance and SEC comment letter services. Fiscal 2015 audit-related fees were for assistance with an SEC comment letter.



²

Tax fees include domestic and foreign income tax return reviews.

Audit Committee pre-approval is required for any audit, audit-related, tax or other services to be provided by the independent registered public accounting firm.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTEOur Board of Directors unanimously recommends that you vote "FOR
THE RATIFICATION OF THE APPOINTMENT OF KPMG AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015.

Table of Contents

Audit Committee Report for Fiscal 2014

The Audit Committee reviews" the Company's financial reporting process on behalfratification of the Boardappointment of Directors. The Company's management is primarily responsible for the Company's financial statements and the quality and integrity of the reporting process and systems of internal control. The Company'sKPMG LLP as our independent registered public accounting firm is responsible for auditing the Company's financial statements and the effectiveness of internal controls over financial reporting and for expressing opinions thereon.

In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed the Company's audited financial statements for Fiscal 2014 with the Company's management and representatives of the Company's independent registered public accounting firm, including a discussion of the reasonableness of significant judgments and accounting estimates, and clarity of disclosures in the financial statements. The Audit Committee also reviewed with management and the independent registered public accounting firm the preparation of the financial statements and related disclosures contained in the Company's earnings announcements and quarterly reports. Management has represented to the Audit Committee that the Company's financial statements were prepared in accordance with United States generally accepted accounting principles ("GAAP"), and the independent registered public accounting firm has expressed an opinion based on their audit that the financial statements are in conformance with GAAP in all material respects. The Audit Committee is not responsible for planning or conducting audits, or the determination that the Company's financial statements are complete and accurate and in accordance with GAAP. That is the responsibility of management and the independent registered public accounting firm.

The Audit Committee reviewed and discussed with the independent registered public accounting firm and management the overall scope and plans for the audit, the quality, adequacy and assessment of the effectiveness of internal controls over financial reporting, and the Internal Audit Department's management, organization, responsibilities, budget and staffing. The Audit Committee also met with the independent registered public accounting firm representatives without management present and discussed the results of their audits, their evaluation of the Company's internal controls over financial reporting, disclosure controls and the overall quality (not just acceptability) of the Company's accounting policies and financial reporting.

The Audit Committee also discussed with the representatives of the independent registered public accounting firm (i) the matters required to be discussed byPublic Company Accounting Oversight Board Auditing Standard No. 16 ("Communications with Audit Committees"), and (ii) the independent registered public accounting firm's independence from the Company and its management, including the matters in the written disclosures and letter furnished to the Audit Committee by the independent registered public accounting firm and required by applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee determined that the non-audit services provided to the Company by the independent registered public accounting firm are compatible with maintaining the independent registered public accounting firm's independence.2016.

In reliance on its review of the audited financial statements and the discussions referred to above and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in its charter, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for Fiscal 2014 for filing with the SEC.

Table of Contents

The Audit Committee also reviewed and assessed the adequacy of the Audit Committee charter and conducted an Audit Committee self-assessment in which it concluded that the Committee operates effectively and successfully carried out all of its charter responsibilities.

Respectfully submitted,

Audit Committee

James E. Goodwin, Chairman
Anthony K. Anderson
Norman R. Bobins
Patrick J. Kelly
Marc J. Walfish
Ronald B. Woodard

Table of Contents

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE General

The Company is committed to goodWe review our corporate governance. We regularly review ourgovernance policies and procedures giving due considerationon an annual basis. We strive to current developmentsemulate "best practices" and "best practices."tailor them, where appropriate, to fit our specific needs. We believe that we comply with all applicable SEC and NYSE rules and regulations, and weregulations. We also have adopted additional corporate governance practices that we believe are in the best interests of the Company and its stockholders.

Copies of the following corporate governance documents are available on the Company's website atwww.aarcorp.com under "Investor Relations/Corporate Governance":

•



Corporate Governance Guidelines





•

Categorical Standards for Determining Director Independence





•

Code of Business Ethics and Conduct





•

Audit Committee Charter





•

Compensation Committee Charter





•

Nominating and Governance Committee Charter





•

Executive Committee Charter





•

Conflict Minerals Policy

These corporate governance documents are also available in print to any stockholder upon written request to the Secretary of the Company at the Company's address listed on the first page of this proxy statement.

Stockholder Engagement

We have implemented a stockholder engagement process as a "best practice" under our corporate governance and executive compensation programs. We believe that opportunities to receive and consider stockholder feedback enhance our corporate governance and executive compensation practices. One example in Fiscal 2015 was our decision to use proceeds from the sale of our cargo loading manufacturing business to make stock repurchases in the approximate amount of $150 million.

In Fiscal 2015, our stockholder engagement process consisted of presentations at various investor conferences and regular individual meetings and calls with stockholders. Through this process, we estimate that we made contact with the holders of approximately 70% of our outstanding shares in Fiscal 2015.

Ethics Hotline

The Company maintains an Ethics Hotline through an independent third-party provider to receive confidential complaints, information, suggestions or recommendations concerning the Company, its officers, directors, employees, policies, procedures, employment and business practices, accounting or audit matters, financial reporting or compliance with other Company policies or applicable regulatory or legal requirements. The Ethics Hotline is toll-free and permits callers to identify themselves or remain anonymous at their election.

Director Nominations and Qualifications

The Board of Directors, acting through its Nominating and Governance Committee, is responsible for identifying, evaluating and recommending candidates for director. The Nominating and Governance Committee obtains recommendations from management, other directors, business and community leaders and stockholders, and may retain the services of a consultant to assist in identifying candidates. The Nominating and Governance Committee considers all director candidates in the same manner, including director candidates recommended by stockholders, regardless of the source of the recommendation. In its evaluation of director candidates, the Nominating and Governance Committee considers the factors specified in the Company's Corporate Governance Guidelines, including:

•



A high level of integrity and professional and personal ethics and values consistent with those of the Company;





•

Professional background and relevant business and industry experience;

Table of Contents

•

Current employment, leadership experience and other board service;





•

Demonstrated business acumen or special technical skills or expertise (e.g., audit, financial, legal or aviation and government/defense), particularly in areas where the Board currently lacks specific skills;





•

A commitment to enhancing stockholder value and serving the interests of all stockholders;





•

Independence (including within the meaning of the applicable NYSE rules) and freedom from any conflicts of interest that would interfere with a director's ability to discharge his duties;

Table of Contents

•

Willingness and ability to make the commitment of time and attention necessary for effective Board service;

•

A balance of business, financial and other experience, expertise, capabilities and perspectives among sitting directors in the context of the current composition of the Board, operating requirements of the Company and long-term interests of stockholders; and

•

Other factors the Nominating and Governance Committee deems appropriate.