UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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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 5, 2017
_____________________
(Exact name of registrant as specified in its charter)
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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)
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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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 4, 2017, the Compensation Committee of the Board of Directors of Air Transport Services Group, Inc. (the “Company”), approved the performance measures under the Company’s Executive Incentive Compensation Plan (“EIC Plan”) for fiscal year 2017.
The Company's executives, including the named executive officers, have the potential to earn incentive compensation under the EIC Plan. The purpose of the EIC Plan is to incentivize executive management to achieve short-term corporate goals. Under the EIC Plan, participants are eligible to receive a cash bonus utilizing a formula that establishes a bonus amount, expressed as a percentage of base salary, based upon the extent of achievement of performance measures that are prescribed under the EIC Plan. The performance measures selected, and the relevant weight given to each such performance measure, may vary by participant, provided that, unless otherwise determined by the Compensation Committee, bonuses will be based on at least two performance measures. The EIC Plan provides that one of the performance measures will be net income from continuing operations, while the other performance measures will consist of one or more of the following: revenue growth, return on capital, earnings per share, shipment growth, increase in stock price, return on assets, service or the achievement of strategic objectives.
On May 4, 2017, the Compensation Committee, in consultation with Willis Towers Watson, a national compensation consulting firm, determined that the cash-incentive bonus opportunity for each participant under the EIC Plan for fiscal year 2017 (i) shall be based upon the position held and range from 4.8% to 160% of the participant's base salary earned during the year; and (ii) the threshold, target and maximum bonus potentials for the participants shall consist of the following:
Position | Threshold | Target | Maximum |
Chief Executive Officer | 11.5% | 115% | 160% |
Chief Financial Officer; Chief Legal Officer; Chief Commercial Officer; Subsidiary President | 6% | 60% | 100% |
Vice President; Subsidiary Vice President | 4.8% | 48% | 80% |
The Compensation Committee determines the performance measures, and the extent of the achievement thereof, for the Chief Executive Officer and the other executives, although the latter are determined in consultation with the Chief Executive Officer.
Joseph C. Hete, the Company's President and Chief Executive Officer; Quint O. Turner, the Company's Chief Financial Officer; W. Joseph Payne, the Company's Chief Legal Officer and Secretary; and Richard F. Corrado, the Company's Chief Commercial Officer, each of whom is a named executive officer, are participants in the EIC Plan at the levels reflected in the table above. For fiscal year 2017, 80% of their bonus opportunity will be based upon the level of achievement of net income targets established by the Compensation Committee, and 20% of their bonus opportunity will be based upon the level of achievement of strategic objectives, as determined in accordance with the preceding paragraph.
The foregoing description of the amendment to the EIC Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the EIC Plan, a copy of which is filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2016, and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 5, 2017, Air Transport Services Group, Inc. ("ATSG") held its Annual Stockholders' Meeting (the “Annual Meeting”). At the close of business on March 10, 2017, the voting record date, there were 59,587,549 ATSG common shares outstanding and entitled to vote. At the Annual Meeting, 55,913,473, or 94%, of the outstanding shares of common stock entitled to vote were represented by proxy or in person.
(i) Directors elected at the Annual Meeting for a one year term to expire at the 2018 Annual Meeting of Stockholders:
Number of Votes Cast: | |||||||
For | Against | Abstain | Broker Non-Votes | ||||
Richard M. Baudouin | 48,458,467 | 1,837,120 | 19,771 | 5,598,115 | |||
Joseph C. Hete | 49,292,542 | 1,007,172 | 15,644 | 5,598,115 | |||
Randy D. Rademacher | 49,517,300 | 778,257 | 19,801 | 5,598,115 | |||
J. Christopher Teets | 49,147,339 | 1,146,696 | 21,323 | 5,598,115 | |||
Jeffrey J. Vorholt | 48,469,429 | 1,826,207 | 19,722 | 5,598,115 | |||
(ii) Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of ATSG for fiscal year 2017:
Number of Votes Cast: | |||||
For | Against | Abstain | |||
55,570,732 | 267,711 | 75,030 | |||
(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 2017Annual Meeting of Stockholders:
Number of Votes Cast: | ||||||
For | Against | Abstain | Broker Non-Votes | |||
48,569,648 | 1,632,051 | 113,659 | 5,598,115 | |||
(iv) Approval, on an advisory basis, to hold future advisory votes on executive compensation every three years, every two years or every year:
Number of Votes Cast: | ||||||
Every Three Years | Every Two Years | Every Year | Votes Abstained | |||
7,562,411 | 68,652 | 42,606,206 | 78,089 | |||
In light of such vote, the Board of Directors of the Company has determined submit an advisory vote to stockholders every year, until the next advisory vote on the frequency of future advisory votes on executive compensation.
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 8, 2017 |