UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 26, 2021
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Air Transport Services Group, Inc.
(Exact name of registrant as specified in its charter)
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| DE | | 000-50368 | | 26-1631624 |
(State or other jurisdiction
of incorporation) | | Commission
File Number: | | (IRS Employer
Identification No.) |
145 Hunter Drive, Wilmington, OH 45177
(Address of principal executive offices, including zip code)
(937) 382-5591
(Registrant's telephone number, including area code)
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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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | ATSG | | NASDAQ Stock Market LLC |
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.
On May 26, 2021, Air Transport Services Group, Inc. (the “Company”) held its Annual Stockholders' Meeting (the “Annual Meeting”). At the close of business on March 29, 2021, the voting record date, there were 60,641,436 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 53,193,157, or 88%, of the outstanding shares of common stock entitled to vote were represented by proxy or in person.
(i) Directors elected at the Annual Meeting for a one-year term to expire at the 2022 Annual Meeting of Stockholders:
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| Number of Votes Cast: |
| For | | Against | | Abstain | | Broker Non-Votes |
| Richard M. Baudouin | 49,467,177 | | 370,272 | | 13,281 | | 3,342,427 |
| Phyllis J. Campbell | 49,769,304 | | 42,076 | | 39,350 | | 3,342,427 |
| Richard F. Corrado | 49,346,148 | | 493,485 | | 11,097 | | 3,342,427 |
| Joseph C. Hete | 48,742,125 | | 1,100,993 | | 7,612 | | 3,342,427 |
| Raymond E. Johns, Jr. | 49,390,721 | | 444,172 | | 15,837 | | 3,342,427 |
| Laura J. Peterson | 49,520,305 | | 291,902 | | 38,523 | | 3,342,427 |
| Randy D. Rademacher | 49,196,779 | | 640,466 | | 13,485 | | 3,342,427 |
| J. Christopher Teets | 49,134,288 | | 702,938 | | 13,504 | | 3,342,427 |
| Jeffrey J. Vorholt | 49,185,824 | | 651,512 | | 13,394 | | 3,342,427 |
| Paul S. Williams | 45,668,171 | | 4,143,066 | | 39,493 | | 3,342,427 |
(ii) Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2021:
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| Number of Votes Cast: |
| For | | Against | | Abstain |
| 51,685,459 | | 1,499,921 | | 7,777 |
(iii) Approval, on an advisory basis, of the compensation of the Company's named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narratives in the Proxy Statement for the Company's 2021 Annual Meeting of Stockholders:
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| Number of Votes Cast: |
| For | | Against | | Abstain | | Broker Non-Votes |
| 18,641,734 | | 770,947 | | 438,049 | | 3,342,427 |
(iv) A stockholder proposal related to the right to act by written consent:
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| Number of Votes Cast: |
| For | | Against | | Abstain | | Broker Non-Votes |
| 18,268,423 | | 31,452,989 | | 129,318 | | 3,342,427 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| AIR TRANSPORT SERVICES GROUP, INC. |
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| By: | /S/ W. JOSEPH PAYNE |
| W. Joseph Payne |
| Chief Legal Officer & Secretary |
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| Date: | May 28, 2021 |
