FTAI Aviation Ltd. 8-K

What Happened

• FTAI Aviation Ltd. filed an 8-K reporting results of its Annual General Meeting held May 28, 2026. Shareholders elected three Class I directors—Joseph P. Adams, Jr., Judith A. Hannaway and Martin Tuchman—to serve until the 2029 Annual General Meeting.
• The company also held a non‑binding advisory vote to approve the compensation of its named executive officers and ratified the appointment of KPMG LLP as its independent registered public accounting firm for the 2026 fiscal year.

Key Details

• Director election tallies:
  • Joseph P. Adams, Jr.: 80,299,102 votes for; 5,112,241 withheld; 8,894,304 broker non‑votes.
  • Judith A. Hannaway: 71,852,516 votes for; 13,558,827 withheld; 8,894,304 broker non‑votes.
  • Martin Tuchman: 79,276,924 votes for; 6,134,419 withheld; 8,894,304 broker non‑votes.
• Say‑on‑pay (advisory) vote: 80,859,607 for; 4,510,523 against; 41,213 abstentions; 8,894,304 broker non‑votes.
• Auditor ratification: KPMG LLP ratified with 94,181,439 votes for; 101,827 against; 22,381 abstentions.
• Broker non‑votes (8,894,304 shares) occurred because brokers holding shares in "street name" lacked voting instructions and, under Nasdaq rules, could not vote on non‑routine matters (director elections and the advisory compensation vote) but could vote on the auditor ratification.

Why It Matters

• The election results confirm board continuity through the 2029 AGM and provide clarity on governance. The advisory approval of executive compensation (non‑binding) shows majority shareholder support but is not legally binding on the board.
• The strong ratification of KPMG as auditor secures the company’s independent accounting firm for fiscal 2026. Broker non‑votes highlight that some beneficial owners did not return voting instructions, which affects the total votes counted on non‑routine items.