8-KShareholder Matters

FTAI Aviation Ltd. 8-K Report, Shareholder Vote Results (May 29, 2026)

Filed May 29, 2026For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (FTAI) filed an 8-K on May 29, 2026, detailing the results of its 2026 Annual General Meeting held on May 28, 2026. The primary focus of the filing is the shareholder votes on several key corporate governance matters. All proposals presented to shareholders passed with significant approval, indicating general shareholder support for the current management and governance practices. Investors should note the strong support for the election of Class I directors, the advisory vote on executive compensation, and the ratification of KPMG LLP as the independent auditor. While all proposals passed, the level of 'votes withheld' and 'broker non-votes' on director elections and executive compensation are points for consideration regarding shareholder engagement and proxy voting. The ratification of KPMG received overwhelming approval, underscoring confidence in the company's financial oversight.

Key Highlights

  • 1Shareholders elected three Class I directors: Joseph P. Adams, Jr., Judith A. Hannaway, and Martin Tuchman, to serve until the 2029 Annual General Meeting.
  • 2The compensation of FTAI's named executive officers was approved on a non-binding advisory basis with substantial shareholder support.
  • 3KPMG LLP was ratified as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, with overwhelming approval.
  • 4The election of directors saw a significant number of 'votes withheld', particularly for Judith A. Hannaway, and a considerable amount of 'broker non-votes' across all director nominees.
  • 5The advisory vote on executive compensation also had notable 'votes against' and 'broker non-votes', though the 'votes for' were dominant.
  • 6Broker non-votes constituted approximately 8.9 million shares for the director elections and executive compensation vote, reflecting shares held in 'street name' without voting instructions.

Frequently Asked Questions

The main outcomes were the election of three Class I directors, the advisory approval of executive compensation, and the ratification of KPMG LLP as the independent auditor. All proposals received majority shareholder support.

Shareholders elected Joseph P. Adams, Jr., Judith A. Hannaway, and Martin Tuchman. While the majority voted 'for' their election, there were also 'votes withheld' and 'broker non-votes' for each nominee.

Yes, the compensation of FTAI's named executive officers was approved on a non-binding advisory basis. The 'votes for' significantly outnumbered 'votes against', abstentions, and broker non-votes.

Broker non-votes represent shares held by brokers where they did not receive voting instructions from the beneficial owner. These votes were not cast on the election of directors or the advisory vote on executive compensation, as these are considered non-routine matters under Nasdaq rules. They were, however, permitted to vote on the ratification of the auditor.