Form 8-K - Current report

0001754170false00017541702024-06-072024-06-07

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): June 7, 2024

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AERSALE CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	001-38801	84-3976002
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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255 Alhambra Circle, Suite 435

Coral Gables, FL 33134

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(Address of principal executive offices, including zip code)

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Registrant’s telephone number, including area code:

[phone]

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Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	ASLE	The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company 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).

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Emerging growth company ☒

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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. ☐

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Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On June 7, 2024, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of AerSale Corporation (the “Company”) and the Board approved (i) for Nicolas Finazzo, the Company’s Chairman and Chief Executive Officer, an increase in his annual target equity incentive opportunity from 200% of base salary to 300% of base salary, and (ii) for Martin Garmendia, the Company’s Chief Financial Officer and Treasurer, an increase in his annual base salary from $400,000 to $425,000, an increase in his annual target cash bonus opportunity from 50% of base salary to 60% of base salary, and an increase in his annual target equity incentive opportunity from 95% of base salary to 100% of base salary, in each case effective as of June 7, 2024. The Committee and the Board further approved apportioning the annual target equity incentive opportunity for each of Messrs. Finazzo and Garmendia as follows: 50% in performance restricted stock units that will vest only upon the Company attaining a specific three-year cumulative performance target; and 25% in restricted stock units; and 25% in stock options, both of which vest in one-third increments in each of the first three years after the grant.

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SIGNATURES

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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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	AERSALE CORPORATION
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June 13, 2024	By:	/s/ James Fry
	Name:	James Fry
	Title:	Executive Vice President, General Counsel & Corporate Secretary

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Document and Entity Information	Jun. 07, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 07, 2024
Entity File Number	001-38801
Entity Registrant Name	AERSALE CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-3976002
Entity Address, Address Line One	255 Alhambra Circle
Entity Address, Adress Line Two	Suite 435
Entity Address, City or Town	Coral Gables
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33134
City Area Code	305
Local Phone Number	764-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ASLE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001754170
Amendment Flag	false

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