Air T shareholders approve all 2025 meeting proposals

Air T, Inc. reported the results of its 2025 annual stockholder meeting.

Accepted by SEC EDGAR 08/18/2025 - 04:41 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Air T, Inc. reported the results of its 2025 annual stockholder meeting. Of 2,702,639 common shares entitled to vote, 2,474,006 shares, or 91.54%, were represented, indicating strong participation.

Stockholders elected all nominated directors, with each receiving over 2,033,000 votes in favor and similar broker non-votes of 436,436. An advisory vote approved the compensation of named executive officers with 2,034,434 votes for, 2,986 against, and 150 abstentions. Stockholders also approved an amendment to the Restated Certificate of Incorporation to increase the number of authorized preferred shares, with 1,863,161 votes for and 174,151 against. In an advisory vote on the frequency of executive compensation votes, most shares favored an annual vote, and Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2025 with 2,472,476 votes for and 1,530 against.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the quorum at Air T (AIRTP) 2025 annual stockholder meeting?

A quorum was achieved with 2,474,006 shares represented out of 2,702,639 entitled to vote, equal to 91.54% participation. This high turnout allowed all proposals, including director elections and advisory votes, to be validly considered and acted upon.

Which directors were elected at Air T (AIRTP) 2025 annual meeting?

Stockholders elected all nominated directors, including Raymond E. Cabillot, William R. Foudray, Gary S. Kohler, Peter McClung, Nicholas J. Swenson, Travis Swenson, and Jamie Thingelstad. Each nominee received over 2,033,000 votes for and only a small number of votes withheld.

How did Air T (AIRTP) stockholders vote on executive compensation in 2025?

Stockholders approved the advisory resolution on named executive officer compensation with 2,034,434 votes for, 2,986 against, and 150 abstentions, plus 436,436 broker non-votes. This advisory outcome indicates stockholder support for the company’s current executive pay program.

Did Air T (AIRTP) approve more authorized preferred shares in 2025?

Yes. Stockholders approved an amendment to the Restated Certificate of Incorporation to increase authorized preferred shares, with 1,863,161 votes for, 174,151 against, 257 abstentions, and 436,436 broker non-votes. This change expands the company’s flexibility to issue preferred stock in the future.

How often did Air T (AIRTP) stockholders prefer say-on-pay votes?

In the advisory vote on frequency of say-on-pay, 2,031,474 votes supported every year, 2,218 supported every two years, 1,477 supported every three years, and 2,401 abstained, with 436,436 broker non-votes. The strongest support was clearly for annual advisory votes.

Who is Air T’s (AIRTP) independent auditor for 2025 and how was it approved?

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for 2025 with 2,472,476 votes for, 1,530 against, and no abstentions. This ratification confirms stockholder acceptance of Deloitte & Touche LLP as the company’s external auditor.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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______________________________________________________________________________

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 14, 2025

______________________________________________________________________________

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 305,

Charlotte, North Carolina 28262

(Address of Principal Executive Offices, and Zip Code)

________________(980) 595-2840__________________

Registrant’s Telephone Number, Including Area Code

Not applicable___

(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 Capital Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)	AIRTP	NASDAQ Global Market


			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 14, 2025, the Company held its 2025 Annual Meeting of Stockholders. Of the 2,702,639 shares of the Company’s common stock outstanding and entitled to vote, 2,474,006 shares, or 91.54%, 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		2,036,295		1,275		436,436
	William R. Foudray		2,033,181		4,389		436,436
	Gary S. Kohler		2,036,201		1,369		436,436
	Peter McClung		2,036,265		1,305		436,436
	Nicholas J. Swenson		2,036,295		1,275		436,436
	Travis Swenson Jamie Thingelstad		2,036,295 2,036,265		1,275 1,305		436,436 436,436
Proposal 2. Advisory vote to approve the compensation of the Company's named executive officers.

Votes For		Votes Against		Abstain		Broker Non-Votes
2,034,434		2,986		150		436,436


Proposal 3. Approval of amendment to Restated Certificate of Incorporation to increase the number of authorized preferred shares.

Votes For	Votes Against	Abstain	Broker Non-Votes
1,863,161	174,151	257	436,436


Proposal 4. Advisory on how frequently stockholders should vote on the compensation of the Company's named executive officers.

Every Year	Every Two Years	Every Three Years	Abstain	Broker Non-Votes
2,031,474	2,218	1,477	2,401	436,436


Proposal 5. Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2025.

Votes For	Votes Against	Abstain
2,472,476	1,530	0

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 18, 2025

AIR T, INC.

By: /s/ Tracy Kennedy

Tracy Kennedy, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Air T shareholders approve all 2025 meeting proposals

Rhea-AI Filing Summary

8-K Event Classification

FAQ

What was the quorum at Air T (AIRTP) 2025 annual stockholder meeting?

Which directors were elected at Air T (AIRTP) 2025 annual meeting?

How did Air T (AIRTP) stockholders vote on executive compensation in 2025?

Did Air T (AIRTP) approve more authorized preferred shares in 2025?

How often did Air T (AIRTP) stockholders prefer say-on-pay votes?

Who is Air T’s (AIRTP) independent auditor for 2025 and how was it approved?

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