Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2020, 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 2020.
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.
Under the EIC Plan for 2020, the cash-incentive bonus opportunity for each participant for fiscal year 2020: (i) shall be based upon the position held and range from 4.8% to 150% 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
|
10%
|
100%
|
150%
|
|
Chief Financial Officer; Chief Operating 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.
Richard F. Corrado, the President and Chief Executive Officer; Quint O. Turner, the Chief Financial Officer; Edward J. Koharik, III, the Chief Operating Officer; W. Joseph Payne, the Chief Legal Officer and Secretary; and Michael L. Berger, the 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 2020, 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 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 7, 2020, the Company held its Annual Stockholders' Meeting (the “Annual Meeting”). At the close of business on March 12, 2020, the voting record date, there were 59,624,027 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 51,349,082, or 86%, 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 2021 Annual Meeting of Stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Votes Cast:
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
Richard M. Baudouin
|
39,685,279
|
|
5,626,380
|
|
20,207
|
|
6,017,216
|
|
Richard F. Corrado
|
44,570,874
|
|
741,200
|
|
19,792
|
|
6,017,216
|
|
Joseph C. Hete
|
44,359,010
|
|
954,751
|
|
18,105
|
|
6,017,216
|
|
Raymond E. Johns, Jr.
|
42,579,823
|
|
2,730,581
|
|
21,462
|
|
6,017,216
|
|
Laura J. Peterson
|
42,641,435
|
|
2,669,808
|
|
20,623
|
|
6,017,216
|
|
Randy D. Rademacher
|
44,332,444
|
|
973,325
|
|
26,097
|
|
6,017,216
|
|
J. Christopher Teets
|
42,346,744
|
|
2,963,051
|
|
22,071
|
|
6,017,216
|
|
Jeffrey J. Vorholt
|
44,321,094
|
|
988,740
|
|
22,032
|
|
6,017,216
|
(ii) Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal year 2020:
|
|
|
|
|
|
|
|
|
Number of Votes Cast:
|
|
For
|
|
Against
|
|
Abstain
|
|
48,935,560
|
|
2,388,103
|
|
25,419
|
(iii) Approval, on an advisory basis, of the compensation of the Company'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 the Company's 2020 Annual Meeting of Stockholders:
|
|
|
|
|
|
|
|
|
|
|
Number of Votes Cast:
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
44,044,295
|
|
415,456
|
|
872,115
|
|
6,017,216
|