Air T (AIRT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 14, 2025, with both in-person and webcast participation options.

• Stockholders will vote on director elections, executive compensation, preferred stock authorization, say-on-pay frequency, and auditor ratification.

• Board recommends voting “FOR” all proposals on the agenda.

• Proxy materials and annual report are available online and by mail.

Voting matters and shareholder proposals

• Election of seven directors to serve until the next annual meeting.

• Advisory vote on executive compensation (say-on-pay).

• Proposal to amend the certificate of incorporation to increase authorized preferred stock from 2,000,000 to 4,000,000 shares.

• Advisory vote on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending March 31, 2026.

• Procedures for submitting shareholder proposals and nominations for the 2026 meeting are outlined.

Board of directors and corporate governance

• Board consists of seven members, with a majority qualifying as independent.

• Lead Independent Director role established to enhance governance.

• Three standing committees: Audit, Compensation, and Nominating, all comprised of independent directors.

• Committee charters and governance documents available on the company website.

• Updated Insider Trading Policy and prohibition on hedging by insiders adopted in March 2025.