Facts

Paul Noble, a shareholder of AAR Corp., filed a shareholder class action against AAR. AAR is a Delaware corporation that provides products and services to commercial aviation and defense industries. Noble filed a class action to enjoin a shareholder vote that took place at an annual shareholders' meeting on Oct. 10, 2012. The shareholder vote was regarding Proposal 2, a proposal regarding AAR's top five executives' compensation.

Noble also requested a temporary restraining order, but his request was denied.

PLAINTIFF'S CONTENTIONS:
Noble argued that AAR had failed to provide adequate disclosures regarding how exactly they had determined their executive compensation recommendations. Noble challenged numerous decisions made by AAR'S Board of Directors, questioning why they had made certain decisions and why they hadn't explained those decisions to shareholders. Noble argued that these actions constituted a violation of fiduciary duties owed to the shareholders, and that the Board members had put their personal interests ahead of the interests of the AAR shareholders.

DEFENDANTS' CONTENTIONS:
Defendants moved to dismiss, arguing that they weren't required to disclose the information that Noble requested because Proposal 2 had been an advisory "say on pay" vote, based on Section 951 of the Dodd-Frank Act.

Result

The court agreed with defendants and dismissed the lawsuit.