Air T, Inc. (AIRT) Earnings Call Transcript & Summary

Greetings. Welcome to Air T, Inc.'s 2024 Annual Meeting of Stockholders Call. [Operator Instructions] Please note this conference is being recorded. I'd now like to turn the conference over to your host, Nick Swenson, Chairman of the Board, President and Chief Executive Officer. Nick, please go ahead.

Thank you. Good morning, ladies and gentlemen. I'm Nick Swenson, Chairman of the Board, President and CEO of your company. This meeting is now called to order, and it's my pleasure to welcome you to our 2024 Annual Meeting of Stockholders. Under our company's bylaws as the Chairman of the Board, I will preside as Chairman of today's meeting. Mark Jundt, who is our Corporate General Counsel, will act as Secretary of the meeting. In addition, Wes Sowers and Rebekah Johnson from Deloitte & Touche are with us on the line today. Deloitte serves as the company's independent registered public accounting firm, and Mr. Sowers and Ms. Johnson will be available during the Q&A portion of the meeting to respond to any questions you may have. I'd also like to introduce Craig Colosso on the phone today from [ Equiny Trust Company ] (sic) [ American Stock Transfer & Trust Company ], which is the company's stock transfer agent. Mr. Colosso has been appointed to serve as a voting inspector for this meeting. As voting inspector, he will determine the number of shares of the common stock represented at the meeting; to confirm if a quorum is present; assist in the tabulation of votes; and perform other such duties as provided by the general corporate law of the State of Delaware, if any matter should arise. There are 3 items of business on the agenda for today's meeting is listed in the notice of the annual meeting. As no other matters have been submitted to the company for vote in accordance with terms of the company's bylaws, only the items of business set forth in the notice of the annual meeting will be considered at today's meeting. After the votes have been taken on the matters for which the annual meeting has been called, we will have an opportunity for stockholders to ask general questions or make comments about your company. Consistent with the rules of this meeting and in order to provide for an orderly conduct of this meeting, questions will only be addressed during the appropriate discussion period. The record date for determining the stockholders entitled to vote -- to notice of and to vote in this meeting is the close of business of July 2, 2024. Will Mr. Jundt please present the notice of annual meeting, the proxy statement and the form of proxy card and the list of stockholders entitled to vote at today's meeting.

Mr. Chairman, I present the notice of the Annual Meeting of Stockholders to be held August 21, 2024; the proxy statement of Air T, Inc; and formal proxy card, which were sent by United States Mail or electronically on or about July 11, 2024, to each stockholder of record of Air T, Inc. at the close of business on July 2, 2024, addressed to each stockholder at the address of such stockholder appearing upon the books of the company at such time. I also present a list of the holders of the shares of common stock of the company of record at the close of business on July 2, 2024. This list is available upon stockholder request. This list shows the address and number of shares of record owned by each stockholder on the record date, and it has been available at the principal office of the company for more than 10 days prior to this meeting.

At this time, any proxies that have not been submitted should be delivered to Mr. Jundt here in the front of the room. If you have already submitted a proxy, it will not be necessary to vote today on any of the matters to be decided in today's meeting. I now recognize Mr. Colosso for a report on the shares represented at this meeting.

Mr. Chairman, on the record date, the company had outstanding 2,760,047 shares of common stock, of which 2,484,143 shares or 90% are represented at this meeting.

Since more than a majority of the outstanding shares of the common stock of the company are represented, either in person or by proxy, we have a quorum for this meeting, and I declare this meeting properly organized for the transaction of business. I now declare the polls open. Before we proceed, does anyone need a ballot, annual report or proxy statement? If so, please raise your hand so we can supply those -- them to you. Stockholders who have already sent in proxies and who do not wish to change their votes, do not need to vote by ballot today. The first item of business of this meeting is the election of members of the Board of Directors. The number of directors constituting the Board of Directors has been set at 7 by a resolution adopted by the Board of Directors pursuant to the company's bylaws. The Board of Directors has nominated 7 individuals for election at the annual meeting. The list of Board of Directors nominees, along with biographical summaries, is included in the company's proxy statement for this meeting. Each of the nominees has agreed to serve as a director, if elected. The nominees are: myself, Nick Swenson; Raymond Cabillot; William Foudray; Gary Kohler; Peter McClung, Travis Swenson and Jamie Thingelstad. On behalf of the Board, each of them is hereby nominated for election as a director. The directors are elected by plurality. In other words, 7 nominees receiving the most votes will be elected as directors. The Board of Directors recommends that you vote for the election of each of these nominees. The second item of business is the approval of the following resolution, which is now presented to the stockholders. "Resolved, that the stockholders hereby approve, on an advisory basis, the compensation paid to the company's named executive officers as disclosed, pursuant to Item 402 of Regulation S-K of Securities and Exchange Commission in the company's proxy statement for the 2024 Annual Meeting of Shareholders." The stockholders' vote on this resolution, which we refer to as the say-on-pay vote, is advisory and nonbinding on the company. The Board of Directors and the Compensation Committee expect to take the outcome of the say-on-pay vote into account when considering future executive compensation decisions. The Board of Directors recommends that you vote for adoption of this resolution. The third and final item of business is the proposed ratification of the appointment of Deloitte as the independent registered public accounting firm of the company for the fiscal year ending March 31, 2025. Deloitte was first appointed to the -- by the Audit Committee to serve as the company's independent registered public accounting firm on September 27, 2018 and Deloitte has rendered its report with respect to the company's annual financial statements for the year ended -- fiscal year ended March 31, 2024. As I had mentioned earlier, representatives of Deloitte are on the line with us today and are available to respond to any questions you may have. The Audit Committee has appointed Deloitte as the company's independent registered public accountants for the fiscal year ending March 31, 2025, and the Board of Directors requests the ratification of that appointment by stockholders. Accordingly, the ratification of the appointment of Deloitte as the company's independent registered public accounts for the fiscal year ended March 31, 2025, is now presented for a vote at this meeting. This matter will be approved, if more shares are voted in favor of ratification of the appointment of Deloitte, then are cast against ratification. As set forth in the proxy statement, the Board of Directors recommends that you vote for the ratification of the appointment of Deloitte. Would anyone who needs to cast a ballot, please do so now by delivering it to Mr. Jundt at the front of the row. [Voting]