[8-K] Air Industries Group Reports Material Event

Rhea-AI Filing Summary

On July 9, 2025, Sachem Capital Corp. (NYSE American: SACH) filed an 8-K reporting the voting results of its 2025 Annual Meeting of Shareholders.

• Board elections: All five incumbent directors were re-elected; for example, CEO John L. Villano received 14.28 M FOR versus 5.56 M WITHHELD, a support level of roughly 72% of votes cast (13.33 M broker non-votes).
• Auditor ratification: Baker Tilly US, LLP was reappointed with 31.70 M FOR, 0.99 M AGAINST, 0.48 M ABSTAIN—over 96% approval.
• Say-on-Pay: The advisory compensation resolution passed with 11.50 M FOR, 7.39 M AGAINST, 0.95 M ABSTAIN (≈58% support), indicating notable shareholder dissent.
• 2025 Omnibus Incentive Plan: Approved with 11.71 M FOR, 6.16 M AGAINST, 1.96 M ABSTAIN (≈59% support), giving the company flexibility to grant new equity-based awards.

No earnings updates, financial statements, or transactional disclosures accompanied the filing. While the passage of all items preserves governance continuity and provides new incentive tools, the relatively slim margins on compensation matters suggest investors are monitoring pay-for-performance alignment.

Positive

• All five incumbent directors re-elected, ensuring leadership continuity.
• Auditor Baker Tilly ratified with >96% support, reinforcing external oversight confidence.
• 2025 Omnibus Incentive Plan approved, providing flexibility for equity-based compensation and talent retention.

Negative

• Only ~58% shareholder support for Say-on-Pay, indicating significant concern over executive compensation.
• Similar 59% support for the Incentive Plan underscores ongoing scrutiny and potential future governance pressure.

Insights

Corporate Governance Specialist

TL;DR: All proposals passed, but 40% opposition on pay signals growing governance pressure; overall neutral-to-slight positive.

The resounding approval of auditor Baker Tilly (>96% support) and the re-election of the entire board secure operational stability. However, only ~58–59% of votes backed the Say-on-Pay and Incentive Plan, a meaningful decline from typical 90%+ norms. Such dissent can trigger heightened proxy-advisor scrutiny and could force the board to refine compensation structures. Given that none of the measures failed, the immediate impact on capital markets is limited, but the board should treat the feedback seriously to avoid future activist interest.

Portfolio Manager

TL;DR: Governance continuity maintained; modest pay dissent worth monitoring but not thesis-changing.

For investors in SACH’s common shares and outstanding notes (tickers SCCC, SCCD, SCCE, SCCF, SCCG), the meeting removes near-term uncertainty around board composition and auditor oversight—key for a lender operating in niche real-estate credit. The new Omnibus Plan may lead to incremental dilution, yet offers retention tools essential for scaling assets. The sub-60% backing of compensation items is a yellow flag but unlikely to affect cash flows or credit metrics immediately. I view the filing as neutral: it neither upgrades nor downgrades the investment case but highlights an issue to track in 2026.

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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): July 8, 2025

AIR INDUSTRIES GROUP

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-35927		80-0948413
State of Incorporation		Commission File Number		IRS Employer I.D. Number

1460 Fifth Avenue, Bay Shore, New York 11706

(Address of Principal Executive Offices)

Registrant’s telephone number: (631) 968-5000

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

☐ Pre-commencement communications 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, par value $0.001		AIRI		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 8, 2025, Air Industries Group (the “Company”) filed with the Secretary of State of Nevada a Certificate of Amendment to its Articles of Incorporation increasing the number of shares of common stock, par value $0.001 per share, it is authorized to issue from 6,000,000 to 20,000,000 shares. As previously advised in its Report on Form 8-K filed June 27, 2025, the increase was approved by the Company’s shareholders at its annual meeting held on June 26, 2025.

The foregoing summary of the amendment to the Company’s Certificate of Incorporation is qualified in its entirety by reference to the text of the Certificate of Amendment which is attached as Exhibit 3.01 to this Form 8-K.

Pursuant to a resolution approved by its Board of Directors, effective July 8, 2025, the Company adopted an amendment to the quorum requirement contained in Section 2.07 of the Company’s Amended and Restated Bylaws (“Bylaws”) to provide that the holders of thirty-three and one third percent (33.33%) of the outstanding shares of Common Stock entitled to vote at a shareholders meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. Prior to the Amendment, the Bylaws provided that a quorum at a meeting of shareholders consisted of a majority of the shares entitled to vote then issued and outstanding, present in person or represented by proxy.

The foregoing summary of the amendment to the quorum requirement in the Company’s Bylaws is qualified in its entirety by reference to the text of the Company’s Bylaws as Amended and Restated, which are attached as Exhibit 3.02 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.01		Certificate of Amendment increasing authorized shares of Common Stock
3.02		Amended and Restated Bylaws of the Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

Dated: July 10, 2025

	AIR INDUSTRIES GROUP
	By:	/s/ Scott Glassman
		Scott Glassman
		Chief Financial Officer

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FAQ

How did Sachem Capital (SACH) shareholders vote on director elections in 2025?

All five incumbents were re-elected; for example, John L. Villano received 14.28 M FOR versus 5.56 M WITHHELD (≈72% support).

Was Baker Tilly reappointed as Sachem Capital’s auditor?

Yes, 31.70 M shares voted FOR versus 0.99 M AGAINST and 0.48 M ABSTAIN.

What level of support did the Say-on-Pay proposal receive at SACH’s 2025 AGM?

The resolution passed with 11.50 M FOR, equating to about 58% of votes cast (excluding broker non-votes).

Did shareholders approve the 2025 Omnibus Incentive Plan?

Yes, the plan was approved 11.71 M FOR to 6.16 M AGAINST, with 1.96 M ABSTAIN and 13.33 M broker non-votes.

Are there any financial results included in this 8-K filing?

No; the filing strictly covers shareholder voting outcomes with no earnings or balance-sheet data.