UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________
Form 8-K
 _____________________
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2016
   _____________________
(Exact name of registrant as specified in its charter)
  _____________________
 
 
 
 
 
 
DE
 
000-50368
 
26-1631624
(State or other jurisdiction
of incorporation)
 
Commission
File Number:
 
(IRS Employer
Identification No.)
145 Hunter Drive, Wilmington, OH 45177
(Address of principal executive offices, including zip code)
(937) 382-5591
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)
 _____________________
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 








    
Item 5.07 Submission of Matters to a Vote of Security Holders.
a.
On May 12, 2016, Air Transport Services Group, Inc. ("ATSG") held its Annual Stockholders' Meeting (the “Annual Meeting”). At the close of business on March 23, 2016, the voting record date, there were 64,102,582 ATSG common shares outstanding and entitled to vote. At the Annual Meeting, 60,239,792, or 94%, of the outstanding shares of common stock entitled to vote were represented by proxy or in person.

b.
(i)    Directors elected at the Annual Meeting for a one year term to expire at the 2017 Annual Meeting of Stockholders:
 
Number of Votes Cast:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Richard M. Baudouin
53,024,238
 
847,546
 
10,640
 
6,357,368
Joseph C. Hete
53,098,609
 
774,271
 
9,544
 
6,357,368
Arthur J. Lichte
53,131,633
 
740,148
 
10,643
 
6,357,368
Randy D. Rademacher
53,038,094
 
834,782
 
9,548
 
6,357,368
J. Christopher Teets
52,992,184
 
880,495
 
9,745
 
6,357,368
Jeffrey J. Vorholt
53,126,126
 
746,550
 
9,748
 
6,357,368

(ii)
Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of ATSG for fiscal year 2016:
Number of Votes Cast:
For
 
Against
 
Abstain
60,008,244
 
212,913
 
18,635

(iii)
Approval, on an advisory basis, of the compensation of ATSG's named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narratives in the Proxy Statement for ATSG's 2016 Annual Meeting of Stockholders:
Number of Votes Cast:
For
 
Against
 
Abstain
 
Broker Non-Votes
52,849,618
 
757,297
 
275,509
 
6,357,368

(iv)
Approval of an amendment to ATSG's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock from 75,000,000 to 85,000,000:
Number of Votes Cast:
 
 
 
 
For
 
Against
 
Abstain
59,366,709
 
702,290
 
170,793

(v)
Approval of the issuance by ATSG of 20% or more of the Company's currently issued and outstanding common stock in a proposed private placement for purposes of NASDAQ Listing Rule 6535:
Number of Votes Cast:
For
 
Against
 
Abstain
 
Broker Non-Votes
53,342,497
 
500,482
 
39,445
 
6,357,368






(vi)
Approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies in favor of Proposals (iv) and (v) if there are not sufficient votes for such proposals:
Number of Votes Cast:
For
 
Against
 
Abstain
 
Broker Non-Votes
50,929,063
 
2,918,653
 
34,708
 
6,357,368






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 thereunto duly authorized.

AIR TRANSPORT SERVICES GROUP, INC.
 
 
By:
/S/  W. JOSEPH PAYNE
 
W. Joseph Payne
 
Chief Legal Officer & Secretary
 
 
Date:
May 18, 2016