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) July 07, 2010 (July 06, 2010)
Aircastle Limited
(Exact name of registrant as specified in its charter)
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| Bermuda
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001-32959
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98-0444035 |
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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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c/o Aircastle Advisor LLC, 300 First Stamford Place,
Stamford, Connecticut
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06902 |
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| (Address of principal executive offices)
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(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)
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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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Section 5 — Corporate Governance and Management
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 6, 2010, the board of directors of Aircastle Limited (the “Company”) appointed Charles W.
Pollard to serve as a Class II director, until the Annual General Meeting of Shareholders in 2011
or until his office shall otherwise be vacated pursuant to the Company’s Bye-Laws. Mr. Pollard
will serve as a member of each of the Compensation Committee and the Nominating and Corporate
Governance Committee of the board of directors of the Company.
Mr. Pollard replaces John Z. Kukral who tendered his resignation from the board of directors of the
Company, effective July 06, 2010.
Upon his appointment to the board of directors of the Company, Mr. Pollard was granted a number of
restricted common shares of the Company with a grant date value of approximately $45,000, pursuant
to the Amended and Restated Aircastle Limited 2005 Equity Incentive Plan (the “Plan”), which is
described in the Company’s proxy statement for its 2010 Annual General Meeting of Shareholders
filed with the Securities and Exchange Commission on April 12, 2010. These restricted common
shares will generally vest in full on January 1, 2011, so long as Mr. Pollard remains a director
through that date. In consideration of his ongoing service to the board, Mr. Pollard will be
compensated as an independent director and committee member as described in the Company’s proxy
statement, which includes an annual cash board service fee of $60,000, cash board committee fees
and an annual equity grant under the Plan with a grant date value of $90,000.
A copy of the Company’s press release announcing both the appointment of Mr. Pollard and the
resignation of Mr. Kukral is attached hereto as Exhibit 99.1.
Section 9 — Financial Statements and Exhibits
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibit 99.1 Press Release dated July 6, 2010.