proxysupplmnt.htm
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant  x
Filed by a party other than the Registrant  o
 
Check the appropriate box:
  o Preliminary Proxy Statement
          oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
          oDefinitive Proxy Statement
          xDefinitive Additional Materials
          oSoliciting Material Under Rule 14a-12


                                                                  Air T, Inc.                                                                             
(Name of Registrant as specified in its charter)
                                                                                                                                                                                                                                                                                                                                            (Name of person(s) filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
 
                xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)           Title of each class of securities to which transaction applies:
 
(2)           Aggregate number of securities to which transaction applies:
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
(4)           Proposed maximum aggregate value of transaction:
 
(5)           Total fee paid:
 
               oFee paid previously with preliminary materials.
 
 o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
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(4)           Date filed:

 
 
 
 

AIRT
Supplement to Proxy Statement

This supplement is to the proxy statement (the “Proxy Statement”) of Air T, Inc. (the “Company”) dated July 18, 2014 for its annual meeting of stockholders to be held on September 3, 2014 and corrects the Director and Executive Officer Stock Ownership table beginning on page 11 of the Proxy Statement to include the beneficial ownership of shares of the Company’s common stock by Gary S. Kohler, a nominee for election as a director, which information was properly disclosed by Mr. Kohler to the Company prior to the preparation of the Proxy Statement but was inadvertently omitted from the Proxy Statement.  The following information corrects and supplements the information appearing under the heading “Director and Executive Officer Stock Ownership” in the Proxy Statement.

Director and Executive Officer Stock Ownership

The following table sets forth information regarding the beneficial ownership of shares of Common Stock of the Company as of May 1, 2014 by each director, director nominee and named executive officer of the Company (as listed in the Summary Compensation Table, below) and by all directors and executive officers of the Company as a group.  Each person named in the table has sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned, except as otherwise set forth in the notes to the table.

     
Shares and Percent of
Common Stock Beneficially
 Owned as of May 1, 2014
  
Name
Position with Company
  
No. of Shares (1)
    
Percent
  
               
Seth G. Barkett                                       
Director
     0 (2)     *  
Walter Clark                                       
Former Chief Executive Officer and Director
     0       *  
William R. Foudray                                       
Director
     2,500       *  
John J. Gioffre                                       
Director
     5,027       *  
Gary S. Kohler                                       
Nominee
     43,595 (2)(3)     1.9 %
Andrew L. Osborne                                       
Director
     3,492       *  
John Parry                                       
Former Vice President-Finance, Chief Financial Officer, Secretary, Treasurer and Director
     16,502       *  
John A. Reeves                                       
Director
     0       *  
William H. Simpson                                       
Executive Vice President and Director
     1,604 (4)     *  
Nicholas J. Swenson                                       
Chief Executive Officer and Chairman of the Board
     476,537 (5)     20.4 %
All directors and executive officers as a group (10 persons)
       549,257       23.4 %
______________________
*
Less than one percent.
 
(1)
Includes shares which the following executive officers and directors have the right to acquire within 60 days through the exercise of stock options issued by Air T:  Mr. Gioffre, 2,500 shares; Mr. Parry, 15,000 shares; Mr. Swenson, 2,500 shares; and all directors and executive officers as a group, 20,000 shares.  Does not include 2,500 shares under options awarded to each of Messrs. Barkett, Foudray, Osborne and Reeves, which options vest on August 30, 2014.
 
(2)
Each of Messrs. Barkett and Kohler directly hold minority limited partnership interests in AO Partners I, L.P., but such interests do not confer power to vote or divest the shares of the Company’s Common Stock held by AO Partners, I, L.P.  Accordingly, neither of Messrs. Barkett or Kohler beneficially owns any of the Company’s Common Stock held by AO Partners I, L.P.
 
(3)
Includes 43,595 shares held by investment funds managed by Blue Clay Capital Management, LLC, an investment management firm.  Mr. Kohler serves as Chief Investment Officer, portfolio manager and Managing Partner of Blue Clay Capital Management, LLC and in such capacity has the power to direct the voting and disposition of such shares.
 
(4)
Such shares have been pledged as security.
 
(5)
Includes 474,037 shares held by AO Partners I, L.P. Mr. Swenson is the managing member of AO Partners, LLC, which is a general partner in AO Partners I, L.P.


August 6, 2014