Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 25, 2019, Air Industries Group (the "Company") held its 2019 Annual
Meeting of Stockholders (the "Annual Meeting"). 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 non-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 16, 2019.
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
Michael N. Taglich 9,585,354 1,170,904
Peter D. Rettaliata 9,124,265 1,631,993
Robert F. Taglich 9,583,876 1,172,382
David J. Buonanno 8,944,474 1,811,784
Robert C. Schroeder 9,095,310 1,660,948
Michael Brand 8,961,733 1,794,525
Michael D. Porcelain 9,093,813 1,662,445
There were 12,985,355 broker non-votes.
2. Approval of an amendment to the Company's articles of incorporation
increasing the number of shares of common stock it is authorized to issue from
50,000,000 to 60,000,000. The results of the voting were 21,737,834 votes for,
1,423,178 votes against and 580,601 abstentions. The votes for and against this
proposal include a total of 3,710,983 shares owned by directors voted in
proportion to the shares voted in favor of and against this proposal by the
3. Ratification of appointment of Rotenberg Meril Solomon Bertiger & Guttilla,
P.C as the Company's independent registered public accounting firm for the year
ending December 31, 2019. The results of the voting were 23,023,466 votes for,
617,875 votes against and 100,272 abstentions.
4. Adoption of a resolution, on an advisory basis, approving the compensation of
the Company's named executive officers for 2018 as disclosed in its Proxy
Statement pursuant to Item 402 of Regulation S-K. The results of the voting were
9,783,121 votes for, 727,931 votes against and 245,206 abstentions. There were
12,985,355 broker non-votes.
5. Adoption of a resolution, on an advisory basis, as to the frequency of a
stockholder vote as to future executive compensation. The results of the voting
were 5,090,266 votes for a stockholder vote each year, 655,162 votes for a
stockholder vote every two years, 4,317,383 votes for a stockholder vote every
three years and 693,447 abstentions. There were 12,985,355 broker non-votes.
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