Air T Inc AGM 2026

Good morning, ladies and gentlemen. I'm Nick Swenson, Chairman of the Board, President, and CEO of your company. This meeting is now called to order, and it's my pleasure to welcome you to the 2026 Annual Meeting of Stockholders. Under our company's bylaws, as chairman of the board, I will preside as chairman of today's meeting. Phil Colton, who is our outside counsel, will act as secretary of the meeting. In addition, Wes Sowers from Deloitte & Touche will be with us on the line today. He's in fact, here in person. Deloitte serves as the company's independent registered public accounting firm, and Mr. Sowers will be available during the Q&A portion of the meeting to respond to any questions you may have. I'd also like to introduce Craig Colosso on the phone today from Equiniti Trust Company, which is the company's stock transfer agent.

Mr. Colosso has been appointed to serve as the voting inspector of this meeting. As voting inspector, he will determine the number of shares of the common stock represented at the meeting and determine if a quorum is present, assist in the tabulation of votes, and perform such duties as provided by the general corporate law of the State of Delaware if any such matter should arise. There are four items of business on the agenda for today's meeting as listed in the notice of annual meeting. As no other matters have been submitted to the company for vote in accordance with the terms of the bylaws of the company, only the items of business set forth in the notice of annual meeting shall be considered at today's meeting.

After the votes have been taken on the matters for which this annual meeting has been called, we will have an opportunity for stockholders to ask general questions or make comments about our company. Consistent with the rules of this meeting, in order to provide for the orderly conduct of this meeting, questions will only be addressed during the appropriate discussion period. The record date for determining the stockholders entitled to vote of and to vote at this meeting is the close of business on June 26, 2026. Will Mr. Colton please present the notice of annual meeting, the proxy statement in the form of a proxy card, and the list of stockholders entitled to vote at today's meeting?

At this time, any proxies that have not been submitted should be delivered to Mr. Phil Colton here in the front of the room. If you have already submitted a proxy, it will not be necessary to vote today on any matters to be decided in today's meetings. I now recognize Mr. Colosso for a report on the shares represented at this meeting.

Mr. Chairman, on the record date, the company had outstanding 2,696,509 shares of common stock, of which 2,483,550 shares or 92.1% are represented at the meeting.

Since more than a majority of the outstanding shares of the common stock of the company are represented either in person or by proxy, we have a quorum at this meeting, and I declare this meeting properly organized for the transaction of business. I now declare the polls open. The first item of business of this meeting is the election of members of the board of directors. The number of directors constituting the board of directors has been set at five by the resolution adopted by the board of directors pursuant to the company's bylaws. The board of directors has nominated five individuals for election at this meeting. The list of the board of director nominees, along with the biographical summaries, is included in the company's proxy statement for this meeting. Each of these nominees has agreed to serve as director if elected.

The nominees are myself, Nick Swenson, Raymond Cabillot, William R. Foudray, Gary Kohler, and Peter McClung. On behalf of the board, each of them is hereby nominated for election as a director. Directors are elected by a plurality. In other words, the five nominees receiving the most votes will be elected as directors. The board of directors recommends that you vote for the election of each of these nominees. The second item of business is the approval of the following resolution, which is presented to the stockholders. Resolve that the stockholders hereby approve on an advisory basis the compensation paid to the company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K of the Securities and Exchange Commission, and the company's proxy statement for the 2026 annual meeting of stockholders. Unquote. The stockholders vote on this resolution, which we refer to as say-on-pay vote, is advisory and non-binding in the company.

The board of directors and the compensation committee expect to take the outcome of the say-on-pay vote into account when considering future executive compensation decisions. The board of directors recommends that you vote for adoption of this resolution. The third and final item of business is the proposed ratification of the appointment of Deloitte & Touche as the independent registered public accounting firm for the company for the fiscal year ending March 31, 2027. Deloitte was first appointed by the audit committee to serve as the company's independent registered public accounting firm on September 27, 2018, and Deloitte has rendered its report with respect to the company's annual financial statements for the fiscal year ended March 31, 2026.

As I'd mentioned earlier, representatives of Deloitte are in the room with us today and are available to respond to any questions you may have. The audit committee has appointed Deloitte as the company's independent registered public accountants for the fiscal year ended March 31, 2027, and the board of directors requests the ratification of that appointment by stockholders. Accordingly, the ratification of the appointment of Deloitte as the company's independent registered public accountants for the fiscal year ended March 31, 2027, is now presented for a vote at this meeting. This matter will be approved if more shares are voted in favor of ratification of the appointment of Deloitte than are cast against ratification. As set forth in the proxy statement, the board of directors recommends that you vote for the ratification of the appointment of Deloitte. I now declare the polls closed.

I will now ask the voting inspector to report the outcome of each of the votes at today's meeting.

Mr. Chairman, the ballots have been counted, and the five nominees for director have received the plurality of the votes cast at the meeting in person or by proxy. The number of votes that have been cast at the meeting in person or by proxy in favor of the advisory resolution approving the compensation paid to the company's named executive officers represent a majority of the shares entitled to vote. The number of votes that have been cast in favor of the ratification and appointment of Deloitte as the company's independent registered public accounting firm for the fiscal year ending March 31, 2027, represent a majority of the shares entitled to vote.