8-K – 2026-05-29 – ef20075112_8k.htm

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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 28, 2026

 

FTAI Aviation Ltd.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-37386

98-1420784

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

405 West 13th Street , 3rd 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:

☐

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))

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:

Title of each class :

Trading Symbol :

Name of each exchange on which registered :

Ordinary shares, $0.01 par value per share

FTAI

The Nasdaq Global Select Market

8.25% Fixed Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares

FTAIN

The Nasdaq Global Select Market

9.50% Fixed Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares

FTAIM

The Nasdaq Global Select Market

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

At the 2026 Annual General Meeting (the “Annual Meeting”) held on May 28, 2026, the shareholders of FTAI Aviation Ltd. (the “Company”) voted on the
matters described below.

 

(1)  The Company’s shareholders elected three Class I directors, who comprise all the directors of such class, to serve until the 2029 Annual General
Meeting and until their respective successors are 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.

Director Nominee

Votes For

Votes Withheld

Broker Non-Votes *

Joseph P. Adams, Jr.

80,299,102

 

5,112,241

 

8,894,304

Judith A. Hannaway

71,852,516

13,558,827

8,894,304

Martin Tuchman

79,276,924

6,134,419

8,894,304

(2)  The Company’s shareholders voted to approve, on a non-binding advisory basis, the compensation of our named executive officers. The numbers of
shares that voted for, against, abstained from voting for or against, and represented broker non-votes with respect to this proposal are summarized in the table below.

Votes For

Votes Against

 Abstentions

Broker Non-Votes *

80,859,607

4,510,523

41,213

8,894,304

(3)  The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2026. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of KPMG LLP are summarized in the table below.

Votes For

Votes Against

Abstentions

94,181,439

101,827

22,381

 

* 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 (i) the election of directors or (ii) the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers, 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.

 

FTAI Aviation Ltd.

 

 

By:

/s/ Nicholas McAleese

 

Name:

Nicholas McAleese

 

Title:

Chief Financial Officer

 
 
 

Date: May 29, 2026