8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 10, 2011

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(Exact name of registrant as specified in its charter)

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DE	000-50368	26-1631624
(State or other jurisdiction of incorporation)	Commission File Number:	(IRS Employer Identification No.)

145 Hunter Drive, Wilmington, OH 45177

(Address of principal executive offices, including zip code)

(937) 382-5591

(Registrant's telephone number, including area code)

ABX Holdings, Inc.

(Former name or former address, if changed since last report)

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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:

o Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

a. On May 10, 2011, Air Transport Services Group, Inc. ("ATSG") held its Annual Stockholders' Meeting (the "Annual Meeting"). At the close of business on March 15. 2011, the voting record date, there were 64,314,571 ATSG common shares outstanding and entitled to vote. At the Annual Meeting, 59,303,901, or 92.20%, of the outstanding common shares entitled to vote were represented by proxy or in person.

b. (i)    Directors elected at the Annual Meeting for a three year term to expire at the 2014 Annual Meeting of Stockholders:

	Number of Votes Cast:
	For	Withheld	Broker Non-Votes
James H. Carey	48,595,978	1,164,581	9,543,342
John D. Geary	48,589,347	1,171,212	9,543,342
J. Christopher Teets	47,929,119	1,831,440	9,543,342

Other directors whose term of office continued after the Annual Meeting:

Jeffrey J. Vorholt

Joseph C. Hete

James E. Bushman

Randy D. Rademacher

Jeffrey A. Dominick

(ii)     Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of ATSG for fiscal year 2011:

Number of Votes Cast:
For	Against	Abstain
58,985,183	259,382	59,336

(iii)    Approval, on an advisory basis, of the compensation of ATSG's named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narratives in the Proxy Statement for ATSG's 2011 Annual Meeting of Stockholders:

Number of Votes Cast:
For	Against	Abstain	Broker Non-Votes
47,235,845	700,704	1,824,010	9,543,342

(iv)    Approval, on an advisory basis, to hold future advisory votes on executive compensation every year, every two years or every three years:

Number of Votes Cast:
Every One Year	Every Two Years	Every Three Years	Abstain	Broker Non-Votes
24,969,852	158,702	24,543,973	88,032	9,543,342

Item 8.01 Other Events.

On May 10, 2011, Air Transport Services Group, Inc. issued a press release concerning the results of its Annual Stockholders' Meeting, a copy of which is furnished herewith as Exhibit 99.1.

The information provided pursuant to Item 8.01 of this Form 8-K is being furnished and is not "filed" for purposes of Section 18 of the Securities Act of 1934, and may not be deemed incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in that filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Press release issued by Air Transport Services Group, Inc. on May 10, 2011.

SIGNATURES

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

AIR TRANSPORT SERVICES GROUP, INC.
By:	/S/  W. JOSEPH PAYNE
	W. Joseph Payne
	Sr. Vice President
	Corporate General Counsel & Secretary
Date:	May 10, 2011

EX-99.1

ATSG HOLDS ANNUAL SHAREHOLDERS' MEETING

WILMINGTON, OH, May 10, 2011 - Shareholders of Air Transport Services Group, Inc. (NASDAQ:ATSG) meeting here today re-elected three directors, ratified the appointment of the Company's outside auditors and approved a management proposal.

Directors re-elected to three-year terms on the Board were James H. Carey, 78; John D. Geary, 84; and J. Christopher Teets, 38.

Deloitte & Touche LLP will continue to serve as the Company's independent registered public accounting firm for fiscal 2011.

Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers for 2010 and also voted in favor of conducting future advisory votes on executive compensation every year.

A complete report on the results of the shareholders' votes will be filed later today, along with the annual meeting presentation, in a Form 8-K with the Securities and Exchange Commission.

About ATSG

ATSG is a leading provider of aircraft leasing and air cargo transportation and related services to domestic and foreign air carriers and other companies that outsource their air cargo lift requirements. ATSG, through its leasing and airline subsidiaries, is the largest owner and operator of converted Boeing 767 freighter aircraft in the World. Through its principal subsidiaries, including three airlines with separate and distinct U.S. FAA Part 121 Air Carrier certificates, ATSG provides aircraft leasing, air cargo lift, aircraft maintenance services, airport ground services, fuel management, specialized transportation management, and air charter brokerage services. ATSG's subsidiaries include ABX Air, Inc.; Airborne Global Solutions, Inc.; Air Transport International, LLC; Cargo Aircraft Management, Inc.; Capital Cargo International Airlines, Inc.; and Airborne Maintenance and Engineering Services, Inc. For more information, please see www.atsginc.com.