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
Date of Report (Date of earliest event reported) June 11, 2026
AERSALE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-38801 | 84-3976002 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
9850 NW 41st Street, Suite 400
Doral , FL 33178
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
(305) 764-3200
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 (see General Instruction A.2. below):
| ¨ | 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 |
| Common Stock, par value $0.0001 per share | ASLE | The Nasdaq Capital Market |
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. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2026, at which a total of 44,028,852 shares of the Company’s common stock were present or represented by proxy, representing approximately 93.2% of the 47,252,829 shares of the Company’s common stock outstanding as of April 21, 2026, the record date for the Annual Meeting, and constituting a quorum.
Set forth below are the voting results for the proposals considered and voted upon by the Company’s stockholders at the Annual Meeting, each of which were more fully described in the Proxy Statement.
Item 1: To elect seven (7) directors to serve until the Company’s 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified.
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTE | |||||||||||||
| Nicolas Finazzo | 32,312,728 | 7,359,156 | 44,811 | 4,312,157 | ||||||||||||
| Robert B. Nichols | 32,694,306 | 6,977,545 | 44,844 | 4,312,157 | ||||||||||||
| Lt. General Judith Fedder | 30,564,322 | 9,115,609 | 36,764 | 4,312,157 | ||||||||||||
| Andrew Levy | 32,616,492 | 7,049,890 | 50,313 | 4,312,157 | ||||||||||||
| Thomas Mullins | 36,838,626 | 2,830,963 | 47,106 | 4,312,157 | ||||||||||||
| Carol DiBattiste | 35,873,345 | 3,797,089 | 46,261 | 4,312,157 | ||||||||||||
| Thomas Mitchell | 37,052,271 | 2,618,154 | 46,270 | 4,312,157 | ||||||||||||
Item 2: To approve, on an advisory basis, the compensation of the Company’s named executive officers.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||
| 22,764,243 | 16,946,341 | 6,111 | 4,312,157 | ||||||||||
Item 3: To approve the redomestication of the Company from Delaware to Texas, by conversion.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||
| 26,727,131 | 12,926,608 | 62,956 | 4,312,157 | ||||||||||
Item 4: To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| FOR | AGAINST | ABSTAIN | |||||||
| 42,907,551 | 1,076,857 | 44,444 | |||||||
Broker Non-Votes – none
Based on the foregoing votes Nicolas Finazzo, Robert B. Nichols, Lt. General Judith Fedder, Andrew Levy, Thomas Mullins, Carol DiBattiste, and Thomas Mitchell were elected as directors, Item 2 was approved on an advisory basis, Item 3 was approved, and Item 4 was ratified.
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: June 16, 2026 | By: | /s/ Paul A. Hechenberger |
| Name: | Paul A. Hechenberger | |
| Title: | Senior Vice President, General Counsel & Corporate Secretary | |