SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| State of Incorporation | Commission File Number | IRS Employer I.D. Number |
(Address of Principal Executive Offices)
Registrant’s telephone number: (
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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications 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 | ||
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On September 13, 2023, Air Industries Group (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter, as applicable. A more complete description of each matter is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 4, 2023.
Proposal No. 1 – Election of directors.
The Company’s stockholders voted to elect the following persons as directors to serve for the following year or until their successors are duly elected and qualified:
| Name | Votes For | Votes Withheld | ||||||
| Michael N. Taglich | 1,271,466 | 164,372 | ||||||
| Peter D. Rettaliata | 1,267,339 | 168,499 | ||||||
| Robert F. Taglich | 1,272,415 | 163,423 | ||||||
| David J. Buonanno | 1,252,690 | 183,148 | ||||||
| Michael Brand | 1,252,881 | 182,957 | ||||||
| Michael D. Porcelain | 1,260,788 | 175,050 | ||||||
There were 559,643 broker non-votes.
Proposal No. 2 – Amendment of the Company’s 2022 Equity Incentive Plan.
The Company’s stockholders voted to approve the amendment of the Company’s 2022 Equity Incentive Plan to (a) increase the number of shares of Common Stock available for issuance under the 2022 Plan by 250,000 shares from 100,000 shares to 350,000 shares and (b) specify that the Company may grant Restricted Stock Units pursuant to the Plan. There were 1,340,391 votes in favor of the amendment, 86,998 votes against and 8,449 abstentions. There were 559,643 broker non-votes in respect of this proposal.
Proposal No. 3 -- Ratification of the appointment of Marcum LLP.
The Company’s stockholders voted to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. There were 1,903,517 votes in favor of ratification, 77,266 votes against and 14,698 abstentions. There were no broker non-votes in respect of this proposal.
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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 hereunto duly authorized.
Dated: September 18, 2023
| AIR INDUSTRIES GROUP | ||
| By: | /s/ Michael Recca | |
| Michael Recca | ||
| Chief Financial Officer | ||
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Cover |
Sep. 13, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 13, 2023 |
| Entity File Number | 001-35927 |
| Entity Registrant Name | AIR INDUSTRIES GROUP |
| Entity Central Index Key | 0001009891 |
| Entity Tax Identification Number | 80-0948413 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 1460 Fifth Avenue |
| Entity Address, City or Town | Bay Shore |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 11706 |
| City Area Code | 631 |
| Local Phone Number | 968-5000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.001 |
| Trading Symbol | AIRI |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |
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