Air T (AIRT) Proxy Filing summary

Executive summary

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

• Proxy materials include proposals on director elections, executive compensation, preferred stock authorization, say-on-pay frequency, and auditor ratification.

• Only stockholders of record as of June 25, 2025, are eligible to vote.

• Voting can be done by mail, online, or in person, with detailed instructions provided.

Voting matters and shareholder proposals

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

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

• Approval to amend the Restated 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.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Seven nominees, with a mix of financial, operational, and technology expertise.

• Majority of directors are independent; only the CEO and one other are not.

• Board committees: Audit, Compensation, and Nominating, all with independent members.

• Lead Independent Director role established to enhance governance.

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