Aircastle Limited
Aircastle LTD (Form: DEFA14A, Received: 04/05/2017 16:32:57)



Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☑                 Filed by a Party other than the Registrant ☐

Check the appropriate box:


Preliminary Proxy Statement


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material Pursuant to Section 240.14a-12

Aircastle Limited


(Name of Registrant as Specified in its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


No fee required.


Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


  (1) Title of each class of securities to which transaction applies:




  (2) Aggregate number of securities to which transaction applies:




  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):




  (4) Proposed maximum aggregate value of transaction:




  (5) Total fee paid:





Fee paid previously with preliminary materials.


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.


  (1) Amount Previously Paid:





  (2) Form, Schedule or Registration Statement No.:





  (3) Filing Party:





  (4) Date Filed:




*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 19, 2017




Meeting Information             


                  AIRCASTLE LIMITED    Meeting Type:         Annual Meeting
      For holders as of:   March 23, 2017

  Date:   May 19, 2017   Time:    10:00 AM EDT

      Location:  Delamar Greenwich Harbor

   500 Steamboat Road


   Greenwich, CT 06830




You are receiving this communication because you hold shares in the company named above.

                  AIRCASTLE LIMITED

                  300 FIRST STAMFORD PLACE

                  5TH FLOOR

                  STAMFORD, CT 06902



This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.


    See the reverse side of this notice to obtain proxy materials and voting instructions.

—  Before You Vote  —

How to Access the Proxy Materials



  Proxy Materials Available to VIEW or RECEIVE:



  1.    Notice & Proxy Statement            2.    Annual Report


  How to View Online:


Have the 12-Digit Control Number available (located on the following page) and visit: .


  How to Request and Receive a PAPER or E-MAIL Copy:


If you want to receive a paper or e-mail copy of these documents, you must request one.

There is NO charge for requesting a copy. Please choose one of the following methods to make your request:


                                 1) BY INTERNET :

                                 2) BY TELEPHONE :     1-800-579-1639

                                 3) BY E-MAIL* :   


* If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 5, 2017 to facilitate timely delivery.




How To Vote

Please Choose One of the Following Voting Methods



Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession pa an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to . Have the 12-Digit Control Number availabe and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.




Voting Items


The Board of Directors recommends you vote FOR the following:               
1. Election of Directors.



01 Michael J. Cave    02 Ronald L. Merriman    03 Agnes Mura    04 Charles W. Pollard

The Board of Directors recommends you vote FOR the following proposal(s):


2. Appoint Ernst & Young LLP as the Company’s independent registered public accounting firm (which constitutes the auditor for the purpose of Bermuda law) to audit the Company’s financial statements for fiscal year 2017 and authorize the directors of Aircastle Limited, acting by the Audit Committee, to determine the independent registered public accounting firm’s fees.


3. Approve the Aircastle Limited Amended and Restated 2014 Omnibus Incentive Plan, including the Performance Goals established under the Plan for purposes of compliance with Section 162(m) of the Internal Revenue Code.


4. An Advisory Vote on Executive Compensation.

The Board of Directors recommends you vote 3 YEARS on the following proposal:


5. Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof. The validity of this proxy is governed by the Bermuda Companies Act 1981. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Annual General Meeting.