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) September 3, 2014

Air T, Inc.

(Exact Name of Registrant as Specified in its Charter)

(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):

                o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

o 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 2014 annual meeting of stockholders on September 3, 2014.

(b)           At the annual meeting:

Seth G. Barkett, William R. Foudray, Gary S. Kohler, Andrew L. Osborne, John A. Reeves, William H. Simpson 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, 2015.

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
    1,377,962       19,293       831,469  
William R. Foudray
    1,340,663       56,592       831,469  
Gary S. Kohler
    1,378,812       18,443       831,469  
Andrew L. Osborne
    1,383,012       14,243       831,469  
John A. Reeves
    1,379,062       18,193       831,469  
William H. Simpson
    1,378,012       19,243       831,469  
Nicholas J. Swenson
    1,383,812       13,443       831,469  

Advisory Vote on Executive Compensation

Votes For
Votes Against
Votes Abstained
Broker Non-votes
  1,363,514       28,976       4,765       831,469  

Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For
Votes Against
Votes Abstained
  2,216,896       10,473       1,355  

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: September 3, 2014


By: /s/ Cheryl C. Sigmon                                                        
Cheryl C. Sigmon, Vice President-
Finance, Treasurer and Secretary