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. |
On June 12, 2025, StandardAero, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). A total of 281,848,396 shares of the Company’s common stock (the “Common Stock”) were present in person or represented by proxy at the Meeting, representing approximately 84.26% of the Company’s outstanding Common Stock as of the April 17, 2025 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 25, 2025. The results were as follows:
Item 1 - Election of two Class I director nominees to the Company’s board of directors (the “Board”) for a term of office expiring on the date of the annual meeting of stockholders to be held in 2028 and until their respective successors have been duly elected and qualified.
| Votes FOR |
Votes WITHHELD |
Broker Non-Votes | ||||
| Peter J. Clare |
265,347,098 | 15,764,186 | 737,112 | |||
| Russell Ford |
274,120,616 | 6,990,668 | 737,112 | |||
| Andrea Fischer Newman |
265,071,163 | 16,040,121 | 737,112 |
Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 281,788,919 | 4,177 | 55,300 | 0 |
Item 3 - Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.
| Votes for One Year |
Votes for Two Years |
Votes for Three Years |
Votes ABSTAINED |
Broker Non-Votes | ||||
| 280,821,425 | 5,561 | 238,877 | 45,421 | 737,112 |
Item 4 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes | |||
| 280,310,336 | 752,337 | 48,611 | 737,112 |
Based on the foregoing votes, each of Peter J. Clare, Russell Ford, and Andrea Fischer Newman was elected as a Class I director, Item 2 was approved, and Item 4 was approved. Additionally, with respect to Item 3, the stockholders approved, on an advisory (non-binding) basis, that future stockholder advisory votes on the compensation of the Company’s named executive officers be held every year.
No other items were presented for shareholder approval at the Meeting.
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.
| STANDARDAERO, INC. | ||||||
| Date: June 13, 2025 | By: | /s/ Steve Sinquefield | ||||
| Steve Sinquefield | ||||||
| Chief Legal Officer | ||||||