8-KShareholder Matters

FTAI Aviation Ltd. 8-K Report, Shareholder Vote Results (May 24, 2019)

Filed May 24, 2019For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (FTAI) held its 2019 Annual Meeting of Shareholders on May 24, 2019, where key corporate governance and audit-related matters were presented for shareholder approval. The primary focus of this 8-K filing is to report the results of these shareholder votes, providing transparency on the company's decision-making processes and the confidence shareholders have in its leadership and financial oversight. Of particular note, shareholders elected two Class I directors to serve until the 2022 Annual Meeting. The voting results indicate strong support for the nominated directors, although a notable number of broker non-votes were recorded, which is standard practice for non-routine matters where brokers lack voting instructions. Additionally, shareholders overwhelmingly ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the upcoming fiscal year, signaling confidence in the company's financial reporting integrity.

Key Highlights

  • 1Shareholders elected two Class I directors to serve until the 2022 Annual Meeting of Shareholders.
  • 2The election of directors received substantial support, with votes for Paul R. Goodwin totaling 41,396,369 and for Ray M. Robinson totaling 41,383,406.
  • 3A significant number of broker non-votes were recorded for the director elections (17,207,204), which is a common occurrence for non-routine matters.
  • 4Shareholders overwhelmingly ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019.
  • 5The ratification of Ernst & Young LLP's appointment was supported by a vast majority of votes, with 63,491,303 votes in favor.
  • 6Only a very small number of votes were cast against the ratification of the independent auditor (39,676).
  • 7Abstentions on the auditor ratification were minimal (168,338).

Frequently Asked Questions

The main outcomes were the election of two Class I directors and the ratification of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2019. Both proposals received strong shareholder approval.

Broker non-votes occurred because brokers holding shares in 'street name' did not receive voting instructions from the beneficial owners. Under NYSE rules, brokers are prohibited from voting on non-routine matters like director elections without such instructions.

The overwhelming support for Ernst & Young LLP indicates that shareholders have confidence in the firm's ability to provide independent audit services and to ensure the integrity of FTAI Aviation's financial reporting for the upcoming fiscal year.

While broker non-votes are present, the number of 'votes for' each director nominee significantly outweighs the 'votes withheld' and broker non-votes combined. This suggests strong shareholder confidence in the nominated individuals, despite the procedural nature of broker non-votes on non-routine matters.