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): August 16, 2023

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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.)

11020 David Taylor Drive, Suite 350,

Charlotte, North Carolina 28262

(Address of Principal Executive Offices, and Zip Code)

________________(980) 595-2840__________________

Registrant’s Telephone Number, Including Area Code

5930 Balsom Ridge Road

Denver, North Carolina 28037

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

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):

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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):

	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.

Item 5.07.     Submission of Matters to a Vote of Security Holders

(a) On August 16, 2023, the Company held its 2023 Annual Meeting of Stockholders. Of the 2,817,754 shares of the Company’s common stock outstanding and entitled to vote, 2,619,417 shares, or 92.96%, were represented at the meeting.

(b) During the annual meeting, the Company's stockholders voted on the following matters:

	Proposal 1. Election of Directors
			Votes For		Votes Withheld		Broker Non-Votes
	Raymond E. Cabillot		2,148,999		23,266		447,152
	William R. Foudray		1,930,912		241,353		447,152
	Gary S. Kohler		2,170,767		1,498		447,152
	Peter McClung		2,148,999		23,266		447,152
	Nicholas J. Swenson		2,171,160		1,105		447,152
	Travis Swenson Jamie Thingelstad		2,170,935 2,171,160		1,330 1,105		447,152 447,152
Proposal 2. Advisory vote to approve the compensation of the Company's named executive officers.
Votes For		Votes Against		Abstain		Broker Non-Votes
2,165,729		6,194		342		447,152

Proposal 3. Adopt an amendment to the Company’s Certificate of Incorporation to allow for the exculpation of Officers.
Votes For	Votes Against	Abstain	Broker Non-Votes
2,166,541	4,688	1,036	447,152

Proposal 4. Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024.
Votes For	Votes Against	Abstain
2,619,172	70	175

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: August 21, 2023

AIR T, INC.

By: /s/ Brian Ochocki

Brian Ochocki, Chief Financial Officer

XML

Cover	Aug. 21, 2023
Entity Information
Document Type	8-K
Document Period End Date	Aug. 21, 2023
Entity Registrant Name	AIR T, INC.
Entity Incorporation, State	DE
Entity File Number	001-35476
Entity Tax Identification Number	52-1206400
Entity Address, Street	11020 David Taylor Drive, Suite 350,
Entity Address, City	Charlotte
Entity Address, State	NC
Entity Address, Postal Zip Code	28262
City Area Code	980
Local Phone Number	595-2840
Written Communications	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000353184
Amendment Flag	false
Amendment Description
Document Effective Date	Aug. 16, 2023
Soliciting Material	false
Common Stock
Entity Information
Title of 12(b) Security	Common Stock
Trading Symbol	AIRT
Security Exchange Name	NASDAQ
Cumulative Capital Securities
Entity Information
Title of 12(b) Security	Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)
Trading Symbol	AIRTP
Security Exchange Name	NASDAQ