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

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 at this meeting, and I declare this meeting properly organized for the transaction of business. I now declare the polls open. The first item of business for this meeting is the election of the 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 this 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 these 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. Directors are elected by a plurality. In other words, the 7 nominees receiving the most votes will be elected as directors. The Board of Directors recommends that you vote for each of the election of each of these nominees. The second item of business is the approval of the following resolution, which is now presented to stockholders. Resolved, the shareholders 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 the Securities and Exchange Commission in the company's proxy statement for the 2025 Annual Meeting of Stockholders. The stockholders vote on this resolution, which we refer to as a say-on-pay vote is advisory and nonbinding on the company. The Board of Directors of 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 item of business is to permit our stockholders to advise us as to how frequently they should be given an opportunity to consider and vote on our named executive officer compensation, whether annually or every 2 years or every 3 years. The stockholders vote on this resolution, which we refer to as a say-on-pay frequency vote is advisory and nonbinding on the company. The Board of Directors and Compensation Committee expect to take the outcome of the say-on-pay vote into account when considering the frequency of say-on-pay votes. The Board of Directors recommends that you vote for the option of annual advisory say-on-pay votes for executive compensation. The fourth item of business listed in the proxy statement is approving an amendment to the company's restated certificate of incorporation to increase the number of authorized shares of preferred stock from 2 million shares of preferred stock, $1 par value to 4 million shares of preferred stock $1 par value. The Board of Directors has approved the amendment and recommends you vote for adoption of this amendment. The fifth and final item of business is the proposed ratification of the appointment of Deloitte as the independent registered public accounting firm for the company for the fiscal year ended March 31, 2026. Deloitte was first appointed 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 fiscal year ended March 31, 2025. As I 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 accounting firm for the fiscal year ended March 31, 2026, and the Board of Directors requests ratification of that appointment by the stockholders. Accordingly, the ratification of the appointment of Deloitte as the company's independent registered public accountants for the fiscal year ended March 31, 2026, is now presented for a vote at this meeting. This matter will be approved if more shares vote in favor of the ratification of appointment of Deloitte and 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. I now declare the polls closed. I will now ask the voting inspector to report the outcome of each of the votes at today's meeting.

Mr. Chairman, the ballots have been counted and the 7 nominees for director have received a plurality of the votes cast at the meeting in person or by proxy. The number of votes that have been cast at the meeting in person or by proxy in favor of the advisory resolution approving the compensation paid to the company's named executive officers represents a majority of the shares entitled to vote. The number of votes that have been cast at the meeting in person or by proxy in favor of the annual say-on-pay advisory vote represent a majority of the shares present or represented at the meeting and entitled to vote. The number of shares that have been cast at the meeting in person or by proxy in favor of the amendment to the company's restated certificate of incorporation represents a majority of the outstanding shares. and the number of votes that have been cast in favor of the ratification of the appointment of Deloitte as the company's independent registered public accounting firm for the fiscal year ending March 31, 2026, represents a majority of the shares entitled to vote.

Thank you, Mr. Colosso. All items of business have been approved. A complete tally of the votes will be reported in the company's Form 8-K to be filed with the SEC within the next 4 business days. With all official business completed, I adjourn the business portion of the meeting. I will now turn to Q&A from shareholders. We have been collecting questions on our website throughout this year, and we'll begin by answering those questions. As a reminder, you are able to submit additional questions in our website under the section Submit a Question. We will try to answer as many of these questions as possible time permitting. We have not received any questions submitted on our website or through the system today. So the Annual Meeting of Stockholders is now adjourned. I would like to thank you for coming today. This concludes our proceedings.

This concludes today's conference, and you may disconnect at this time. Thank you for your participation.