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) May 24, 2012 (May 24, 2012)

 

 

Aircastle Limited

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda		001-32959		98-0444035
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
c/o Aircastle Advisor LLC, 300 First Stamford Place, Stamford, Connecticut				06902
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (203) 504-1020

 

 

(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):

 

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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))

 

 

 

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Section 5 – Corporate Governance and Management

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 24, 2012, Aircastle Limited (the “Company”) held its Annual General Meeting of Shareholders (“AGM”).

The following matters were voted on at such AGM and the results of such voting is indicated below.

 

1.	Appointment of Chairman of the AGM.

		For				Against				Abstain
Ron Wainshal			68,483,469				0				0

 

2.	Amendment of Bye-Laws to increase Board Size.

 

For				Against				Abstain
	59,268,213				247,916				24,806

 

3.	Election of Class III Directors.

		For				Withheld				Broker Non-Votes
Giovanni Bisignani			58,702,590				838,345				8,942,534
Wesley R. Edens			26,066,239				33,474,696				8,942,534
Peter V. Ueberroth			57,986,428				1,554,507				8,942,534

 

4.	Appointment of Ernst & Young LLP as the independent registered public accounting firm for Aircastle Limited for fiscal year 2012, and to authorize the directors of Aircastle Limited, acting by the Audit Committee, to determine the independent registered public accounting firm’s fees.

 

For				Against				Abstain
	63,289,595				5,170,530				23,670

 

5.	Advisory vote on compensation of named executive officers.

 

For				Against				Abstain				Broker Non-Votes
	57,790,532				1,698,181				52,222				8,942,534

 

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SIGNATURE

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.

 

Date: May 24, 2012

 

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