jgioffre8k.htm
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) December 15,
2009
(Exact
Name of Registrant as Specified in its Charter)
Delaware 0-11720
52-1206400
( State or Other
Jurisdiction (Commission
File
Number) (I.R.S.
Employer
of
Incorporation) 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)
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(Former
name or former address, if changed from 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 (see General Instruction A.2.
below):
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_____Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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_____Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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_____Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4c))
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Item
5.02.
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Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
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On
December 15, 2009, the Board of Directors of Air T, Inc. (“Air T”) elected John
J. Gioffre as a director to fill an existing vacancy. Mr. Gioffre,
age 66, is currently an independent financial consultant and retired as Vice
President Finance and Chief Financial Officer of Air T in December 2006,
positions he had held since April 1984. Mr. Gioffre previously served
as a director of Air T from March 1987 until September 2007.
The Board
of Directors of Air T has concluded that as of January 1, 2010, Mr. Gioffre
would be an “independent director” within the meaning of Nasdaq Listing Rule
5605(a) and accordingly at that time Air T will regain compliance with Nasdaq
Listing Rule 5605(b)(1), which requires that independent directors comprise a
majority of the Board of Directors. Mr. Gioffre is expected to be
appointed to serve on the Audit Committee of the Board of Directors at some time
after January 1, 2010. The Board of Directors has concluded that
Mr. Gioffre would qualify as an “audit committee financial expert” under the
rules of the Securities and Exchange Commission.
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.
Date:
December 16, 2009
AIR T,
INC.
By: /s/ Walter Clark
Walter
Clark, Chief Executive Officer