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AIRT > SEC Filings for AIRT > Form 8-K on 3-Sep-2013All Recent SEC Filings

Show all filings for AIR T INC

Form 8-K for AIR T INC


3-Sep-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

(a) Air T, Inc. (the "Company") held its 2013 Annual Meeting of Stockholders on August 30, 2013 (the "Annual Meeting").

(b) The Company's stockholders voted on the following five proposals at the Annual Meeting. The number of votes cast for and against each proposal and, with respect to the election of directors, the number of withheld votes, abstentions and broker non-votes are set forth below.

Proposal 1 - Election of Directors

The stockholders elected the following seven individuals to the Company's Board
of Directors for one-year terms expiring at the 2014 Annual Meeting. The voting
results were as
follows:
                          No. of              No. of            No. of
                          Votes               Votes             Broker
                           For               Withheld         Non votes
Seth G. Barkett            1,783,087             39,796            505,335
Walter Clark               1,663,521            159,362            505,335
John J. Gioffre            1,663,931            158,952            505,335
Andrew L.
Osborne                    1,782,862             40,021            505,335
John A. Reeves             1,800,603             22,280            505,335
Nicholas J.
Swenson                    1,783,462             39,421            505,335
William R.
Foudray                    1,658,182            164,701            505,335

Proposal 2 - Advisory Vote on Executive Compensation

The stockholders approved a resolution approving, on an advisory basis, the compensation paid
to the Company's named executive officers as disclosed in the Company's proxy statement for the
Annual Meeting. The voting results were as follows:

                          No. of              No. of                               No. of
                          Votes               Votes             No. of             Broker
                           For               Against         Abstentions         Non votes
                           1,494,925            242,615             85,342            505,336

Proposal 3 - Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

The stockholders voted to select, on an advisory basis, the frequency of future advisory votes on
executive compensation. The voting results were as follows:
                                                                                                    No. of
                          Every               Every             Every              No. of           Broker
                           Year              2 Years           3 Years          Abstentions       Non votes
                           1,744,816             12,427             27,296             41,343        502,336

Proposal 4 - Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders approved a resolution ratifying the appointment of Dixon Hughes Goodman LLP
as the Company's independent registered public accounting firm for the 2014 fiscal year.
The voting results were as follows:

                          No. of              No. of
                          Votes               Votes             No. of
                           For               Against         Abstentions
                           2,283,799             39,478              4,941

Proposal 5 - Approval of Rights Agreement

The stockholders failed to approve a resolution to approve the Amended and Restated Rights
Agreement, dated June 13, 2013, between the Company and American Stock Transfer & Trust
Company, LLC, as Rights Agent. The voting results were as follows:

                          No. of              No. of                               No. of
                          Votes               Votes             No. of             Broker
                           For               Against         Abstentions         Non votes
                             816,599            982,068             24,215            505,336

(d) The Company's Board of Directors has determined to hold an advisory vote of the stockholders to approve the compensation paid to the Company's named executive officers at each annual meeting (every one year) until the next required advisory vote of the stockholders to select the frequency of future advisory votes on executive compensation.


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