AIR TRANSPORT SERVICES GROUP, INC. : Amendments to the articles of association or regulations; Change of fiscal year, financial statements and supporting documents (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.

The Board of Directors (the “Board”) of Airline Services Group, Inc.a
Delaware corporation (the “Corporation”), has adopted the amended and restated articles of the Corporation, effective November 1, 2022 (the “new statutes”). The New Rules supersede and replace in their entirety the amended and restated Company Rules in effect immediately prior to the adoption of the New Rules (the “Previous Rules”).

The Board adopted the new bylaws to address Rule 14a-19 (the “Universal Proxy Rule”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which applies to shareholder meetings involving contested director elections held after August 31, 2022, and provides for the use of universal proxy cards by management and shareholders soliciting proxy votes for their own nominees in contests for the election of directors. The new articles also reflect recently enacted amendments to the Delaware General Corporation Law (the “DGCL”). By adopting the new by-laws, the board has made the following changes to the previous by-laws (the “amendments”):

• Clarify that a shareholder wishing to call a special meeting of shareholders of the company in accordance with the updated certificate of incorporation of the company, as amended, and section 2.3 of the new articles of association, must comply with all the requirements of the exchange law and the rules and regulations thereunder that apply thereto. See Section 2.3(a) and Section 2.3(k) of the New Rules.

•Amend the provisions of the previous articles that deal with the manner in which notice may be given of the adjournment of a virtual meeting of shareholders. The amendment, which incorporates recent changes to Article 222 of the DGCL, provides, with respect to a meeting held by means of remote communications, that a notice of adjournment of such meeting does not need to be given if the time and means of remote communication by which shareholders and proxies may be deemed to be present in person and to vote at such adjourned meeting are (1) announced at such meeting at which the adjournment is taken, (2) posted, during the time scheduled for the meeting, on the same electronic network used to allow shareholders and proxies to participate in the meeting by means of remote communication or (3) indicated in the notice of meeting given pursuant to section 222 (a) of the DGCL, and certain other requirements are met. See section 2.7 of the new statutes.

• Amend the previous statutes to effect the amendment to Article 219 of the DGCL which eliminates the requirement that a Delaware company makes its list of shareholders available at a shareholders’ meeting. In accordance with article 219 of the DGCL, the new articles of association continue to require that the Company make the list of shareholders available for consultation within 10 days preceding a meeting of shareholders. See article 2.11 of the new statutes.

• Address issues relating to the universal proxy rule, including (1) providing that the company may disregard proxies or solicited votes for nominees proposed by a shareholder who has provided notice to the company in accordance with the universal proxy rule. universal proxy if such shareholder subsequently notifies the Company that it no longer intends to solicit proxies in support of nominees for directorships (other than nominees of the Company) in accordance with the rule of universal proxy or fails to comply with the requirements of federal securities laws, regulations and rules, including the universal proxy rule; applicable to such solicitation, (2) requiring shareholders intending to solicit proxies in accordance with the Universal Proxy Rule to notify the Company of any change in such intention without delay, but in no event later than two business days after such change, and (3) requiring shareholders who notify the Company in accordance with the Universal Proxy Rule to deliver to the Company Secretary, no earlier than ten business days and no later than five business days before the date of the meeting of applicable shareholders, reasonable evidence that such shareholders have satisfied the requirements applicable to it under the universal proxy rule. See section 2.12 of the new statutes.

•Incorporate departmental updates and compliant changes.

The above summary of amendments is qualified in its entirety by reference to the full text of the New Articles, a copy of which is filed as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated herein by this reference.

Item 9.01 Financial statements and supporting documents.

(c) Exhibits

Exhibit No.      Description
      3.3*         Amended and Restated Bylaws of Air Transport Services Group, Inc., effective
                 as of November 1, 2022.
      104        Cover Page Interactive Data File (embedded within the Inline XBRL document)


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