Air Transport Services Group Inc filed SEC Form 8-K: Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2024

 

 

 

145 Hunter Drive, Wilmington, OH     45177

(Address of principal executive offices)        (Zip Code)

 

 

 

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. of Form 8-K):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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).

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. ☐

 

 

 

On May 22, 2024, Michael L. Berger, President, and Quint O. Turner, Chief Financial Officer, of Air Transport Services Group, Inc. ("ATSG" or the "Company") gave a presentation at ATSG's Annual Meeting of Stockholders for 2024 (the "2024 Annual Meeting") concerning the Company's financial results for 2023 and outlook for 2024. A copy of the presentation is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.  

 

 

On May 22, 2024, the Company held its 2024 Annual Meeting. At the close of business on March 25, 2024, the voting record date, there were 65,683,885 shares of common stock outstanding and entitled to vote. At the 2024 Annual Meeting, 59,879,126, or 91.2%, of the outstanding shares of common stock entitled to vote were represented by proxy or in person. The voting results for each of the proposals are set forth below.

 

(i) Directors elected at the 2024 Annual Meeting for a one-year term to expire at the 2025 Annual Meeting of Stockholders:

 

 

(ii) Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2024:

 

 

(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 2024 Annual Meeting:

 

 

(iv) A stockholder proposal regarding disclosure of managing climate risk through science-based targets and transition planning:

 

 

 

On May 22, 2024, the Company issued a press release announcing the results of the 2024 Annual Meeting described in Item 5.07 above. The text of the press release is included as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

 

 

(d) Exhibits

 

 

*filed herewith.

 

 

 

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 hereunto duly authorized.