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

On March 19, 2021, the Board of Directors of HEICO Corporation (the "Company") approved an amendment (the "First Amendment") to the HEICO Corporation Leadership Compensation Plan (the "Plan") to permit certain participants designated by the Company's Compensation Committee (the "Committee") to irrevocably elect that amounts in their account balances under the Plan that are attributable to Company Contribution Amounts (as defined in the Plan), be allocated to the HEICO Corporation Stock Unit Fund in the Plan, subject to such minimum and/or maximum allocations as the Committee shall determine.

The description of the First Amendment, as set forth in this Item 5.02, is qualified in its entirety by reference to the copy of such amendment filed as Exhibit 10.1 to this report on Form 8-K, which is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit               Description

10.1                    First Amendment to the HEICO Leadership Compensation Plan, as Re-Amended
                      and Restated effective January 1, 2017.

101.SCH               Inline XBRL Taxonomy Extension Schema Document

101.CAL               Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF               Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB               Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE               Inline XBRL Taxonomy Extension Presentation Linkbase Document

104                   Cover Page Interactive Data File (formatted as inline XBRL and contained in
                      Exhibit 101)

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