8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 23, 2019

Air T, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35476	52-1206400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5930 Balsom Ridge Road

____________Denver, North Carolina 28037__________

(Address of Principal Executive Offices, and Zip Code)

________________(828) 464-8741__________________

Registrant’s Telephone Number, Including Area Code

______________________Not applicable______________________

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AIRT	NASDAQ Global Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)	AIRTP	NASDAQ Global Market
Warrant to purchase AIP	AIRTW	NASDAQ Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	o	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 – Corporate Governance and Management

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

(b) On November 23, 2019, Andrew Stumpf resigned from the Board of Directors of Air T, Inc. (the “Company”) for personal reasons. Mr. Stumpf stated he had no disagreements with the Board, management or the Company’s operations, policies or procedures. Mr. Stumpf had served on the Board of Directors since November 2014. On November 25, 2019, the Company’s Board appointed Ray Cabillot to serve on the Audit Committee, Travis Swenson to serve on the Compensation Committee, and Peter McClung to serve on the Nominating Committee to fill vacancies resulting from Mr. Stumpf’s resignation. The Board further voted to reduce the number of Directors from eight individuals to seven individuals.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)       Exhibits.  The following document is are hereby filed as an exhibit to this Current Report on Form 8-K:

Exhibit No.

99.1  Press Release dated November 26, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 26, 2019

AIR T, INC.

By: /s/ Brian Ochocki    

Brian Ochocki, Chief Financial Officer

EX-99..1

AIR T, INC. ANNOUNCES RESIGNATION OF ANDREW STUMPF, BOARD MEMBER

MINNEAPOLIS, MN, November 25, 2019 -- AIR T, INC. (NASDAQ:AIRT), a company organized as a portfolio of powerful businesses that operate independently yet interrelatedly, today announced the resignation of Andrew Stumpf, a member of its Board of Directors.

On November 23, 2019, Andrew Stumpf, Air T Board Member, informed the Company that he is resigning effective immediately for personal reasons. Said Mr. Stumpf, “I have very much appreciated the opportunity to serve this great company as a member of its Board of Directors these past five years. I feel confident I am leaving it in great hands. I wish the entire Air T team tremendous success, and I look forward to furthering Air T’s mission and objectives in other interrelated ways.” Nick Swenson, Air T Chairman and CEO, said: “We are disappointed to see Andrew leave. He was an outstanding Director these past five years. We truly appreciate his service. The stock has appreciated at a rate far higher than the market generally during his tenure and he was a crucial contributor for many of our most critical issues. We look forward to continuing our work with Andrew in other capacities.”  

With Mr. Stumpf’s resignation, the Board has voted unanimously to reduce the number of Directors from eight individuals to seven.

ABOUT AIR T, INC.

Established in 1980, AIR T, INC. is a powerful portfolio of businesses and financial assets, each of which operate independently yet interrelatedly. The Company’s three core segments are: overnight air cargo, aviation ground support equipment manufacturing, and commercial aircraft asset management and logistics. Our ownership interests are designed to expand, strengthen and diversify AIR T, INC.’s cash earnings power. Our goal is to build on AIR T, INC.’s core businesses, and when appropriate, to expand into adjacent and other industries that we believe fit into the AIR T, INC. portfolio. For more information, visit www.airt.net.

Forward-Looking Statements

Statements in this press release, which contain more than historical information, may be considered forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties. Actual results may differ materially from those expressed in the forward-looking statements because of important potential risks and uncertainties, including, but not limited to, the risk that contracts with major customers will be terminated or not extended, future economic conditions and their impact on the Company’s customers, the Company’s ability to recover on its investments, the timing and amounts of future orders under the Company’s Global Ground Support subsidiary’s contract with the United States Air Force, and risks and uncertainties related to business acquisitions, including the ability to successfully achieve the anticipated benefits of the acquisitions, inflation rates, competition, changes in technology or government regulation, information technology disruptions, and the impact of future terrorist activities in the United States and abroad. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. The Company is under no obligation, and it expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

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Contact

AIR T, INC.

Brian Ochocki

Chief Financial Officer

bochocki@airt.net

612.263.9961

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