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 29, 2024
FTAI Aviation Ltd.
(Exact Name of Registrant as Specified in its Charter)
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Cayman Islands
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001-37386
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98-1420784
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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415 West 13th Street, 7th Floor, New York, New York 10014
(Address of Principal Executive Offices) (Zip Code)
(332) 239-7600
(Registrant’s Telephone Number, Including Area Code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol:
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Name of each exchange on which registered:
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Class A Common shares, $0.01 par value per share
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FTAI
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The Nasdaq Global Select Market
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8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares
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FTAIP
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The Nasdaq Global Select Market
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8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares
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FTAIO
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The Nasdaq Global Select Market
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8.25% Fixed Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares
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FTAIN
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The Nasdaq Global Select Market
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9.50% Fixed Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares
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FTAIM
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The Nasdaq Global Select Market
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| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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At the 2024 Annual General Meeting (the “Annual Meeting”) held on May 29, 2024, the shareholders of FTAI Aviation Ltd. (the “Company”) voted on the matters described below.
(1) The Company’s shareholders elected one Class II director, who comprise all the directors of such class, to serve until the 2027 Annual General Meeting and until his
respective successor is duly elected or appointed and qualified. The numbers of shares that voted for the election of such director, withheld authority to vote for such director, and represented broker non-votes with respect to this proposal are
summarized in the table below.
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A. Andrew Levison
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65,370,640
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15,543,535
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11,116,650
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(2) The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2024. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below.
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91,609,686
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395,901
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25,238
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* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote
the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of The Nasdaq Global Select Market (“Nasdaq”) from voting on a
particular matter. Under Nasdaq rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting
on non-routine matters. Brokers who did not receive instructions were not entitled to vote on the election of directors, but they were entitled to vote on the ratification of the appointment of the independent registered public accounting firm.
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.
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FTAI Aviation Ltd.
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By:
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Name:
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Eun (Angela) Nam
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Title:
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Chief Financial Officer and Chief Accounting Officer
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Date: May 31, 2024
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