Shareholder Vote

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 16, 2023 ______________________________________________________________________________ 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 350, Charlotte , North Carolina 28262 (Address of Principal Executive Offices, and Zip Code) ________________( 980 ) 595-2840 __________________ Registrant’s Telephone Number, Including Area Code 5930 Balsom Ridge Road Denver, North Carolina 28037 (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 Global Market Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”) AIRTP NASDAQ Global Market 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): 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 16, 2023, the Company held its 2023 Annual Meeting of Stockholders. Of the 2,817,754 shares of the Company’s common stock outstanding and entitled to vote, 2,619,417 shares, or 92.96%, 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 2,148,999 23,266 447,152 William R. Foudray 1,930,912 241,353 447,152 Gary S. Kohler 2,170,767 1,498 447,152 Peter McClung 2,148,999 23,266 447,152 Nicholas J. Swenson 2,171,160 1,105 447,152 Travis Swenson Jamie Thingelstad 2,170,935 2,171,160 1,330 1,105 447,152 447,152 Proposal 2. Advisory vote to approve the compensation of the Company's named executive officers. Votes For Votes Against Abstain Broker Non-Votes 2,165,729 6,194 342 447,152 Proposal 3. Adopt an amendment to the Company’s Certificate of Incorporation to allow for the exculpation of Officers. Votes For Votes Against Abstain Broker Non-Votes 2,166,541 4,688 1,036 447,152 Proposal 4. Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024. Votes For Votes Against Abstain 2,619,172 70 175 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 21, 2023 AIR T, INC. By: /s/ Brian Ochocki Brian Ochocki, Chief Financial Officer