Washington, DC 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 18, 2016



Air T, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware    001-35476    52-1206400

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)   

(I.R.S. Employer

Identification No.)

3524 Airport Road

Maiden, North Carolina 28650

(Address of Principal Executive Offices)

(Zip Code)

(828) 464-8741

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed from 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 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-4c))




Item 5.07 Submission of Matters to a Vote of Security Holders


(a) Air T, Inc. (the “Company”) held its 2016 annual meeting of stockholders on August 18, 2016.


(b) At the annual meeting:


    Seth G. Barkett, William R. Foudray, Gary S. Kohler, Andrew L. Osborne, John A. Reeves, Andrew J. Stumpf and Nicholas J. Swenson were elected as directors;


    the stockholders approved a resolution approving, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement for the annual meeting; and


    the stockholders approved a resolution ratifying the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2017.

The tabulation of votes with respect to each of these matters is set forth below:

Election of Directors


Director Nominee


Votes For


Votes Withheld


Broker Non-votes

Seth G. Barkett

  1,325,260   30,037   596,065

William R. Foudray

  1,322,430   32,867   596,065

Gary S. Kohler

  1,325,248   30,049   596,065

Andrew L. Osborne

  1,322,048   33,249   596,065

John A. Reeves

  1,322,620   32,677   596,065

Andrew J. Stumpf

  1,284,336   70,961   596,065

Nicholas J. Swenson

  1,322,848   32,449   596,065

Advisory Vote on Executive Compensation


Votes For


Votes Against


Votes Abstained


Broker Non-votes


  13,576   1,253   596,065

Ratification of Appointment of Independent Registered Public Accounting Firm


Votes For


Votes Against


Votes Abstained


  10,430   576

There were no broker non-votes with respect to the ratification of the independent registered public accounting firm.




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 19, 2016


By:   /s/ Candice L. Otey

Candice L. Otey, Vice President-

Finance, Chief Financial Officer,

Secretary and Treasurer