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These excerpts taken from the AYR 10-K filed Mar 2, 2009. PART II
Our common shares are listed for trading on the New York Stock
Exchange under the symbol “AYR”. As of
February 17, 2009, there were approximately 16,330 record
holders of our common shares.
The following table sets forth the quarterly high and low prices
of our common shares on the New York Stock Exchange for the
periods indicated since our initial public offering and
dividends during such periods:
Our ability to pay, maintain or increase cash dividends to our
shareholders is subject to the discretion of our board of
directors and will depend on many factors, including the
difficulty we may experience in raising capital in a market that
has been disrupted significantly and our ability to finance our
aircraft acquisition commitments, including pre-delivery payment
obligations, our ability to negotiate favorable lease and other
contractual terms, the level of demand for our aircraft, the
economic condition of the commercial aviation industry
generally, the financial condition and liquidity of our lessees,
the lease rates we are able to charge and realize, our leasing
costs, unexpected or increased expenses, the level and timing of
capital expenditures, principal repayments and other capital
needs, the value of our aircraft portfolio, our compliance with
loan to value, debt service coverage, interest rate coverage and
other financial covenants in our financings, our results of
operations, financial condition and liquidity, general business
conditions, restrictions imposed by our securitizations or other
financings, legal restrictions on the payment of dividends,
including a statutory dividend test and other limitations under
Bermuda law, and other factors that our board of directors deems
relevant. Some of these factors are beyond our control and a
change in any such factor could affect our ability to pay
dividends on our common shares. In the future we may not choose
to pay dividends or may not be able to pay dividends, maintain
our current level of dividends, or increase them over time.
Increases in demand for our aircraft and operating lease
payments may not occur, and may not increase our actual cash
available for dividends to our common shareholders. The failure
to maintain or pay dividends may adversely affect our share
price.
Table of Contents
PART III
The name, age and background of each of our directors nominated
for election will be contained under the caption “Election
of Directors” in our Proxy Statement for our 2009 Annual
General Meeting of Shareholders. The identification of our Audit
Committee and our Audit Committee financial experts will be
contained in our Proxy Statement for our 2009 Annual General
Meeting of Shareholders under the captions “CORPORATE
GOVERNANCE — Committees of the Board of
Directors — The Audit Committee.” Information
regarding our Code of Business Ethics and Conduct, any material
amendments thereto and any related waivers will be contained in
our Proxy Statement for our 2009 Annual General Meeting of
Shareholders under the captions “CORPORATE
GOVERNANCE — Code of Business Conduct and
Ethics.” All of the foregoing information is incorporated
herein by reference. The Code of Business Conduct and Ethics is
posted on Aircastle’s Website at www.aircastle.com under
Investors — Corporate Governance. Pursuant to
Item 401(b) of
Regulation S-K,
the requisite information pertaining to our executive officers
is reported under Item 4 of Part I of this report.
Information on compliance with Section 16(a) of the
Exchange Act will be contained in our Proxy Statement for our
2008 Annual General Meeting of Shareholders under the captions
“OWNERSHIP OF AYR COMMON SHARES — Section 16
Beneficial Ownership Reporting Compliance” and is
incorporated herein by reference.
Information on compensation of our directors and certain named
executive officers will be contained in our Proxy Statement for
our 2009 Annual General Meeting of Shareholders under the
captions “Directors’ Compensation” and
“EXECUTIVE COMPENSATION,” respectively, and is
incorporated herein by reference.
Information on the number of shares of Aircastle’s common
shares beneficially owned by each director, each named executive
officer and by all directors and executive officers as a group
will be contained under the captions “OWNERSHIP OF THE
COMPANY’S COMMON SHARES — Security Ownership by
Management” and information on each beneficial owner of
more than 5% of Aircastle’s Common Shares is contained
under the captions “OWNERSHIP OF THE COMPANY’S COMMON
SHARES-Security Ownership of Certain Beneficial Owners” in
our Proxy Statement for our 2009 Annual General Meeting of
Shareholders and is incorporated herein by reference.
Information relating to certain transactions between Aircastle
and its affiliates and certain other persons will be set forth
under the caption “CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS” in our Proxy Statement for our 2009 Annual
General Meeting of Shareholders and is incorporated herein by
reference.
Information relating to director independence will be set forth
under the caption “PROPOSAL NUMBER ONE —
ELECTION OF DIRECTORS — Director Independence” in
our Proxy Statement for our 2009 Annual General Meeting of
Shareholders and is incorporated herein by reference.
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Information relating to audit fees, audit-related fees, tax fees
and all other fees billed in fiscal 2008 and by
Ernst & Young LLP, for services rendered to Aircastle
is set forth under the caption “INDEPENDENT AUDITOR
FEES” in the Proxy Statement for our 2009 Annual General
Meeting of Shareholders and is incorporated herein by reference.
In addition, information relating to the pre-approval policies
and procedures of the Audit Committee is set forth under the
caption “INDEPENDENT AUDITOR FEES — Pre-Approval
Policies and Procedures” in our Proxy Statement for our
2009 Annual General Meeting of Shareholders and is incorporated
herein by reference.
Table of Contents
PART III
The name, age and background of each of our directors nominated for election will be contained under the caption “Election of Directors” in our Proxy Statement for our 2009 Annual General Meeting of Shareholders. The identification of our Audit Committee and our Audit Committee financial experts will be contained in our Proxy Statement for our 2009 Annual General Meeting of Shareholders under the captions “CORPORATE GOVERNANCE — Committees of the Board of Directors — The Audit Committee.” Information regarding our Code of Business Ethics and Conduct, any material amendments thereto and any related waivers will be contained in our Proxy Statement for our 2009 Annual General Meeting of Shareholders under the captions “CORPORATE GOVERNANCE — Code of Business Conduct and Ethics.” All of the foregoing information is incorporated herein by reference. The Code of Business Conduct and Ethics is posted on Aircastle’s Website at www.aircastle.com under Investors — Corporate Governance. Pursuant to Item 401(b) of Regulation S-K, the requisite information pertaining to our executive officers is reported under Item 4 of Part I of this report. Information on compliance with Section 16(a) of the Exchange Act will be contained in our Proxy Statement for our 2008 Annual General Meeting of Shareholders under the captions “OWNERSHIP OF AYR COMMON SHARES — Section 16 Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.
Information on compensation of our directors and certain named executive officers will be contained in our Proxy Statement for our 2009 Annual General Meeting of Shareholders under the captions “Directors’ Compensation” and “EXECUTIVE COMPENSATION,” respectively, and is incorporated herein by reference.
Information on the number of shares of Aircastle’s common shares beneficially owned by each director, each named executive officer and by all directors and executive officers as a group will be contained under the captions “OWNERSHIP OF THE COMPANY’S COMMON SHARES — Security Ownership by Management” and information on each beneficial owner of more than 5% of Aircastle’s Common Shares is contained under the captions “OWNERSHIP OF THE COMPANY’S COMMON SHARES-Security Ownership of Certain Beneficial Owners” in our Proxy Statement for our 2009 Annual General Meeting of Shareholders and is incorporated herein by reference.
Information relating to certain transactions between Aircastle and its affiliates and certain other persons will be set forth under the caption “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” in our Proxy Statement for our 2009 Annual General Meeting of Shareholders and is incorporated herein by reference. Information relating to director independence will be set forth under the caption “PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS — Director Independence” in our Proxy Statement for our 2009 Annual General Meeting of Shareholders and is incorporated herein by reference.
Table of Contents
Information relating to audit fees, audit-related fees, tax fees and all other fees billed in fiscal 2008 and by Ernst & Young LLP, for services rendered to Aircastle is set forth under the caption “INDEPENDENT AUDITOR FEES” in the Proxy Statement for our 2009 Annual General Meeting of Shareholders and is incorporated herein by reference. In addition, information relating to the pre-approval policies and procedures of the Audit Committee is set forth under the caption “INDEPENDENT AUDITOR FEES — Pre-Approval Policies and Procedures” in our Proxy Statement for our 2009 Annual General Meeting of Shareholders and is incorporated herein by reference.
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