UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
On June 26, 2025, Air Industries Group (the “Company”) held its 2025 Annual Meeting of Stockholders. 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 no 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 May 5, 2025.
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 | ||||||
| Peter D. Rettaliata | 1,466,541 | 148,802 | ||||||
| Michael N. Taglich | 1,440,850 | 174,493 | ||||||
| Robert F. Taglich | 1,441,906 | 173,437 | ||||||
| David J. Buonanno | 1,474,947 | 140,396 | ||||||
| Michael Brand | 1,483,676 | 131,667 | ||||||
| Michael D. Porcelain | 1,449,969 | 165,374 | ||||||
There were 749,658 broker non-votes for each nominee.
Proposal No. 2 – Amendment of the Company’s Articles of Incorporation.
The Company’s stockholders voted to approve the amendment of the Company’s Articles of Incorporation to increase the number of shares of Common Stock the Company is authorized to issue from 6,000,000 to 20,000,000 shares. There were 1,941,264 votes in favor of the amendment, 415,469 votes against and 8,268 abstentions. There were no broker non-votes in respect of this proposal.
Proposal No. 3 – 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 increase the number of shares of Common Stock available for issuance under the 2022 Plan by 250,000 shares from 650,000 shares to 900,000 shares. There were 1,335,156 votes in favor of the amendment, 273,586 votes against and 6,601 abstentions. There were 749,658 broker non-votes in respect of this proposal.
Proposal No. 4 – Approval of the Compensation of the Named Executive Officers
The Company’s stockholders voted to adopt a resolution, on an advisory basis, approving the compensation of the Company’s named executive officers for 2024 as disclosed in the Proxy Statement. There were 1,462,865 votes in favor of the resolution, 125,658 votes against and 26,820 abstentions. There were 749,658 broker non-votes in respect of this proposal.
Proposal No. 5 -- Ratification of the appointment of CBIZ CPAs P. C.
The Company’s stockholders voted to ratify the appointment of CBIZ CPAs P. C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025. There were 2,214,586 votes in favor of ratification, 124,237 votes against and 26,178 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: June 27, 2025
| AIR INDUSTRIES GROUP | ||
| By: | /s/ Scott Glassman | |
|
Scott Glassman Chief Financial Officer | ||
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