Policy Regarding Attendance of Directors at Annual Meetings of Stockholders
We have not established a formal policy regarding director attendance at our annual meetings of stockholders, although we encourage our directors to attend the annual meeting.
Information Concerning Executive Officers
Our executive officers are set forth in the table below along with their ages and positions. Each executive officer holds the offices set forth opposite his name until his successor is chosen and qualified at a meeting of the Board of Directors.
Name
|
|
Age
|
|
Position
|
Pete Peter D. Rettaliata
|
|
63
|
|
Chief Executive Officer, President and a Director
|
Dari Dario Peragallo
|
|
51
|
|
President, Air Industries Machining, Corp
|
Gary Settoducato
|
|
53
|
|
President, Welding Metallurgy, Inc.
|
ScotScott A. Glassman
|
|
37
|
|
Chief Accounting Officer
|
Peter D. Rettaliata
is our Chief Executive Officer, President and a Director. See “Proposal One: Election of Directors — Nominees” for a discussion of Mr. Rettaliata’s business experience.
Dario Peragallo
has been President of AIM since December 8, 2008. Prior to becoming President of AIM, he was Executive Vice President of Manufacturing for AIM. Mr. Peragallo has been associated with AIM for over 25 years. He became AIM's Director of Manufacturing in 2000. Mr. Peragallo became Executive Vice President with overall responsibility for engineering, manufacturing and customer-critical technical matters in 2003. He has been an active member of Diversity Business since 2000, an organization specializing in the promotion of small and minority owned businesses. He is a graduate of SUNY Farmingdale where he received a B.A. in Manufacturing Engineering. Mr. Peragallo oversees all engineering and production matters relating to AIM.
Gary Settoducato
has been the President of WMI since August 2007. Prior to this appointment, Mr. Settoducato had been a senior executive of Air Industries Machining, Corp., the Company's primary operating subsidiary, and was responsible for contracts, procurement and integration. Mr. Settoducato has been associated with Air Industries for 17 years, and has been in the aerospace industry for a total of 28 years. He is a graduate of Northrop Grumman’s procurement training program, and has held senior management positions at several other aerospace manufacturers prior to his current tenure at Air Industries. Mr. Settoducato graduated
summa cum laude
from the C.W. Post Center of Long Island University in 1983 with a double major in marketing and management, and was the Valedictorian of his graduating class.
Scott Glassman
has been our Chief Accounting Officer since December 8, 2008. Mr. Glassman had served as Controller of the Company since February 2007. Prior to joining the Company, Mr. Glassman was employed by First Data Corporation as Accounting Manager from June 2005 to January 2007, by Veeco Instruments Inc. as an SEC Reporting Specialist from January 2004 to May 2005, and by Grant Thornton LLP in a variety of positions from June 1999 to December 2003, most recently as an audit manager.
Summary Compensation Table
The following summary compensation table shows, for the periods indicated, information regarding the compensation awarded to, earned by or paid to our principal executive officer, our two most highly compensated executive officers other than our principal executive officer and our two most highly compensated employees not serving as executive officers of Air Industries Group. We refer to our principal executive officer and two most highly compensated executive officers other than our principal executive officer as our “named executive officers.”
|
|
|
|
|
|
|
|
|
|
|
Non-equity
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Plan
|
|
compensation
|
|
All other
|
|
|
|
|
Name and principal Position
|
Year
|
|
Salary
|
|
Bonus
|
|
awards
|
|
awards
|
|
Information
|
|
earnings
|
|
compensation
|
|
|
|
Total
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
|
|
($)
|
(a)
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
|
|
(j)
|
Peter D. Rettaliata
|
2013
|
|
237,203
|
|
12,000
|
|
-
|
|
13,968
|
|
-
|
|
-
|
|
-
|
|
|
|
263,171
|
CEO
|
2012
|
|
230,901
|
|
32,500
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
263,401
|
Dario A. Peragallo
|
2013
|
|
235,676
|
|
11,000
|
|
-
|
|
16,761
|
|
-
|
|
-
|
|
5,988
|
|
(1)
|
|
269,425
|
President of AIM
|
2012
|
|
228,236
|
|
32,500
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5,988
|
|
(1)
|
|
266,724
|
Scott A. Glassman
|
2013
|
|
143,937
|
|
6,400
|
|
-
|
|
3,723
|
|
-
|
|
-
|
|
3,000
|
|
(1)
|
|
157,060
|
Chief Accounting Officer
|
2012
|
|
124,100
|
|
8,000
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,000
|
|
(1)
|
|
135,100
|
Gary Settoducato
|
2013
|
|
196,028
|
|
7,500
|
|
-
|
|
16,761
|
|
-
|
|
-
|
|
6,586
|
|
(1)
|
|
226,875
|
President of WMI
|
2012
|
|
178,365
|
|
35,000
|
|
-
|
|
-
|
|
-
|
|
-
|
|
6,348
|
|
(1)
|
|
219,713
|
(1)
Represents car allowance.
None of our executive officers or key employees named in the above table has an employment agreement providing for a fixed term of employment. All are employees at will terminable at any time without any severance, other than that payable to employees generally.
The annual base compensation of Messrs. Rettalliata, Peragallo, Glassman and Settaducotto is $240,000, $240,000, $145,000 and $175,000, respectively, and each individual is eligible for such cash bonuses and equity incentive awards as the Board from time to time determines to be appropriate. In addition, each of these individuals receives a car allowance of no more than $7,500 per annum and is eligible to participate in such health and welfare plans as are made available to our executives generally.
Equity Awards – 2013
The following table shows the grant of equity awards in the form of options to our named executive officers during 2013. We did not grant any equity awards in the form of shares to any of the named executive officers during 2013 and consequently have omitted those columns from the table which would have described such awards.
GRANT OF PLAN-BASED AWARDS
|
|
|
|
|
|
|
All Other Option
|
|
|
|
Awards: Number of
|
Grant Date Fair Value
|
|
|
Securities Underlying
|
of Stock and Option
|
Name
|
Grant Date
|
Options (#)
|
Awards ($)
|
Peter D. Rettaliata
|
10/1/2013
|
18,750
|
13,968
|
Dario A. Peragallo
|
10/1/2013
|
22,500
|
16,761
|
Scott A. Glassman
|
10/1/2013
|
5,000
|
3,723
|
Gary Settoducato
|
10/1/2013
|
22,500
|
13,761
|
Outstanding Equity Awards at 2013 Fiscal Year-End
The following table shows certain information regarding outstanding equity awards held by our named executive officers as of December 31, 2013.
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
Equity Incentive
Plan Awards:
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Plan Awards:
|
|
Market or
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Number of
|
|
Payout Value of
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Unearned Shares
|
|
Unearned Shares,
|
|
Unexercised
Options (#)
|
|
Unexercised
Options (#)
|
|
Option
Exercise
|
|
Option
Expiration
|
|
Units or Other
Rights
That Have
|
|
Units or Other
Rights
|
Name
|
Exercisable
|
|
Unexercisable
|
|
Price
|
|
Date
|
|
Not Vested (#)
|
|
That Have Not Vested
|
Peter D. Rettaliata
|
375
|
|
-
|
|
88.00
|
|
9/26/2015
|
|
-
|
|
-
|
Peter D. Rettaliata
|
375
|
|
-
|
|
171.20
|
|
9/15/2015
|
|
-
|
|
-
|
Peter D. Rettaliata
|
375
|
|
-
|
|
190.80
|
|
9/15/2015
|
|
-
|
|
-
|
Peter D. Rettaliata
|
375
|
|
-
|
|
114.00
|
|
9/15/2015
|
|
-
|
|
-
|
Peter D. Rettaliata
|
1,500
|
|
-
|
|
90.00
|
|
9/15/2015
|
|
-
|
|
-
|
Peter D. Rettaliata
|
51,716
|
|
-
|
|
4.50
|
|
7/29/2015
|
|
-
|
|
-
|
Peter D. Rettaliata
|
-
|
|
18,750
|
|
6.60
|
|
9/30/2018
|
|
-
|
|
-
|
Dario Peragallo
|
375
|
|
-
|
|
88.00
|
|
9/26/2015
|
|
-
|
|
-
|
Dario Peragallo
|
375
|
|
-
|
|
171.20
|
|
9/15/2015
|
|
-
|
|
-
|
Dario Peragallo
|
375
|
|
-
|
|
190.80
|
|
9/15/2015
|
|
-
|
|
-
|
Dario Peragallo
|
375
|
|
-
|
|
114.00
|
|
9/15/2015
|
|
-
|
|
-
|
Dario Peragallo
|
1,500
|
|
|
|
90.00
|
|
9/15/2015
|
|
-
|
|
-
|
Dario Peragallo
|
51,716
|
|
-
|
|
4.50
|
|
7/29/2015
|
|
-
|
|
-
|
Dario Peragallo
|
-
|
|
22,500
|
|
6.60
|
|
9/30/2018
|
|
-
|
|
-
|
Scott Glassman
|
25
|
|
-
|
|
110.40
|
|
12/31/2015
|
|
-
|
|
-
|
Scott Glassman
|
12,168
|
|
-
|
|
4.50
|
|
7/29/2015
|
|
-
|
|
-
|
Scott Glassman
|
-
|
|
5,000
|
|
6.60
|
|
9/30/2018
|
|
-
|
|
-
|
Gary Settaducato
|
75
|
|
-
|
|
96.00
|
|
12/31/2015
|
|
-
|
|
-
|
Gary Settaducato
|
113
|
|
-
|
|
110.40
|
|
12/31/2015
|
|
-
|
|
-
|
Gary Settaducato
|
44,589
|
|
-
|
|
4.50
|
|
12/31/2015
|
|
-
|
|
-
|
Gary Settaducato
|
-
|
|
22,500
|
|
6.60
|
|
9/30/2018
|
|
-
|
|
-
|
2013 Equity Incentive Plan
Our Board of Directors adopted the 2013 Equity Incentive Plan, (“the “2013 Plan”), in June 2013, and the plan was approved by the Company’s stockholders on July 2013. The 2013 Plan is virtually identical to and replaced the 2010 Equity Incentive Plan which was adopted in July of 2010. The Company reserved 600,000 shares of its Common Stock for various issuances. The 2013 Plan permits the Company to grant non-qualified and incentive stock options to employees, directors and consultants. The Plan is administered by the Compensation Committee of the Board and has a term of ten years from the date it was adopted by the Board.
We adopted the Plan to provide a means by which employees, directors, and consultants of our Company and those of our subsidiaries and other designated affiliates, which we refer to together as our affiliates, may be given an opportunity to purchase our Common Stock, to assist in retaining the services of such persons, to secure and retain the services of persons capable of filling such positions, and to provide incentives for such persons to exert maximum efforts for our success and the success of our affiliates.
Transactions with Related Persons
Under Item 404 of SEC Regulation S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business, since the beginning of our last fiscal year, to which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.
The Audit Committee is charged with responsibility for reviewing, approving and overseeing any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K ), including the propriety and ethical implications of any such transactions, as reported or disclosed to the Committee by the independent auditors, employees, officers, members of the Board or otherwise.
In connection with the private placement of our common stock in connection with the acquisition of Nassau Tool Works, Inc., we paid Taglich Brothers, Inc., as placement agent, a commission of 8.0% or $569,208. In addition, we agreed to issue to Taglich Brothers, Inc., 12,000 shares of common stock of the Company as a non-accountable expense allowance and five-year warrants to purchase 118,585 shares of Common Stock, 10.0% of the number of shares sold in the Offering, at an exercise price of $6.30.
On January 1, 2014, we entered into a Capital Market Advisory Agreement with Taglich Brothers
pursuant to which Taglich Brothers provides us, on a non-exclusive basis, business advisory services for a monthly fee of $7,000, a warrant to purchase 10,000 shares of our common stock at an exercise price of $8.72 per share, vesting quarterly over a one-year period and any reasonable out of pocket expenses.
In connection with our public offering of 1,170,000 shares of common stock completed on June 3, 2014, we paid Taglich Brothers, which acted as placement agent for the offering, $842,400, representing 8% of the gross proceeds of the offering as a sales commission, plus an additional $75,000 in reimbursement of expenses, including counsel fees. In addition, we granted Taglich Brothers placement agent warrants to purchase
46,800 shares of common stock, representing 4% of the shares sold in the offering as additional compensation. The warrants are exercisable for cash or on a cashless basis at
a
per share exercise price equal to $11.25, commencing May 29, 2015 and expiring May 28, 2019.
Code of Ethics
We have adopted a written code of ethics that applies to our principal executive officers, senior financial officers and persons performing similar functions. A copy of our code of ethics is available on our website at airindustriesgroup.com under the heading “Investor Relations.” Upon written request to our corporate secretary, we will provide you with a copy of our code of ethics, without cost.
Sec
urity Ownership of Certain Beneficial Owners and Management
The following table sets forth information known to us regarding beneficial ownership of our common stock as of June 9, 2014 by (i) each of our directors and executive officers, and (ii) all of our directors and executive officers as a group. Except for the directors and executive officers listed in the table below, no other individual or entity owns more than five (5%) of our outstanding shares of common stock. Except as otherwise indicated, we believe, based on information provided by each of the individuals named in the table below, that such individuals have sole investment and voting power with respect to such shares, subject to community property laws, where applicable. As of June 9, 2014, we had outstanding 7,093,245 shares of common stock. Except as stated in the table, the address of the holder is c/o our company, 1479 North Clinton Avenue, Bay Shore, New York 11706.
Name
|
|
Number of Shares
|
|
Percent of Class
|
Directors and Executive Officers:
|
|
|
|
|
|
Peter D. Rettaliata
|
|
56,961
|
|
(1
|
)
|
|
*
|
Michael N. Taglich
|
|
456,663
|
|
(2
|
)
|
|
6.40%
|
Seymour G. Siegel
|
|
10,789
|
|
(3
|
)
|
|
*
|
David J. Buonanno
|
|
10,539
|
|
(3
|
)
|
|
*
|
Robert F. Taglich
|
|
474,664
|
|
(2
|
)
|
|
6.65%
|
Robert Schroeder
|
|
80,309
|
|
(4
|
)
|
|
*
|
Michael Brand
|
|
9,750
|
|
(5
|
)
|
|
*
|
Dario Peragallo
|
|
57,500
|
|
(1
|
)
|
|
*
|
Gary Settoducato
|
|
44,796
|
|
(6
|
)
|
|
*
|
Scott Glassman
|
|
12,205
|
|
(7
|
)
|
|
*
|
|
|
|
|
|
|
|
|
All Directors and officers
|
|
1,109,510
|
|
(8
|
)
|
|
15.05%
|
as a group (10 persons)
|
|
|
|
|
|
|
|
____________________
* Less than 1 %
(1) Includes 54,416 shares we may issue upon exercise of options.
|
(2) Includes 58,726 shares owned by Taglich Brothers, Inc. and other entities controlled by Mr. Taglich, 36,190 shares we may issue upon exercise of warrants and 9,750 shares we may issue upon exercise of options.
|
(3) Includes 10,000 shares we may issue upon exercise of options.
|
(4) Includes 20,005 shares we may issue upon exercise of warrants and 9,750 shares we may issue upon exercise of options.
|
(5) Includes 9,750 shares we may issue upon exercise of options.
|
(6) Includes 44,777 shares we may issue upon exercise of options.
|
(7) Includes 12,193 shares we may issue upon exercise of options.
|
(8) Includes 56,195 shares we may issue upon exercise of warrants and 224,802 shares we may issue upon exercise of options.
|
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC reports of their holdings of, and transactions in, our common stock. Based solely upon our review of copies of such reports and written representations from reporting persons that were provided to us, we believe that our officers, directors and 10% stockholders complied with these reporting requirements with respect to 2013, except that that the statement of changes in beneficial ownership on Form 4 filed by Michael N. Taglich, Robert F. Taglich and Robert Schroeder reporting the grant of stock options was filed 10 days late in the case of Messrs. Taglich and 9 days late in the case of Mr. Schroeder.
Pursuant to rules adopted by the SEC designed to improve disclosures related to the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies, the Audit Committee of our Board of Directors submits the following report:
Audit Committee Report to Stockholders
The Audit Committee of the Board of Directors is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls. The Audit Committee is composed of three directors, each of whom is independent within the meaning of NYSE MKT 803A(2). The Audit Committee operates under a written charter approved by the Board of Directors.
Management is responsible for the Company’s internal controls over financial reporting, disclosure controls and procedures and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with Public Company Accounting Oversight Board (PCAOB) standards and to issue reports thereon. The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee has established a mechanism to receive, retain and process complaints on auditing, accounting and internal control issues, including the confidential, anonymous submission by employees, vendors, customers and others of concerns on questionable accounting and auditing matters.
In connection with these responsibilities, the Audit Committee met with management and the independent registered public accounting firm to review and discuss the December 31, 2013 audited consolidated financial statements. The Audit Committee also discussed with the independent registered public accounting firm the matters required by Statement on Auditing Standards Update No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the PCAOB in Rule 3200T. In addition, the Audit Committee received the written disclosures from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed the independent registered public accounting firm’s independence from the Company and its management.
Based upon the Audit Committee’s discussions with management and the independent registered public accounting firm, and the Audit Committee’s review of the representations of management and the independent registered public accounting firm, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for fiscal 2013 filed with the SEC.
The Audit Committee also has appointed, subject to stockholder ratification, Rotenberg Meril Solomon Bertiger & Guttilla, P.C as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.
|
Seymour G. Siegel, Chairman
Robert C. Schroeder
David J. Buonanno
|
The Report of the Audit Committee should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates the Report of the Audit Committee therein by reference.
PROPOSAL TWO:
Independent Registered Public Accounting Firm
The Audit Committee has appointed Rotenberg Meril Solomon Bertiger & Guttilla, P.C. to serve as our independent registered public accounting firm and to audit our consolidated financial statements. Rotenberg Meril Solomon Bertiger & Guttilla, P.C. does not expect to have a representative present at the meeting of stockholders.
We are asking our stockholders to ratify the selection of Rotenberg Meril Solomon Bertiger & Guttilla, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2014. Although ratification is not required by our By-laws or otherwise, the Board is submitting the selection of Rotenberg Meril Solomon Bertiger & Guttilla, P.C. to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. In the event that our stockholders fail to ratify the selection, it will be considered as a direction to the Board of Directors and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the best interests of our stockholders.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
The Audit Committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.
Principal Accountant Fees and Services
As required by our Audit Committee charter, our Audit Committee pre-approved the engagement of Rotenberg Meril Solomon Bertiger & Guttilla, P.C. for all audit and permissible non-audit services. The Audit Committee annually reviews the audit and permissible non-audit services performed by our principal accounting firm and reviews and approves the fees charged by our principal accounting firm. The Audit Committee has considered the role of Rotenberg Meril Solomon Bertiger & Guttilla, P.C. in providing tax and audit services and other permissible non-audit services to us and has concluded that the provision of such services, if any, was compatible with the maintenance of such firm's independence in the conduct of its auditing functions.
During fiscal year 2013 and fiscal year 2012, the aggregate fees which we paid to or were billed by Rotenberg Meril Solomon Bertiger & Guttilla, P.C. for professional services were as follows:
|
|
Year Ended December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Audit Fees (1)
|
|
$
|
240,000
|
|
|
$
|
281,630
|
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Audit Related Fees (2)
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49,602
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41,411
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Tax Fees (3)
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43,149
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47,295
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$
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332,751
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$
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370,336
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___________
(1) Fees for services to perform an audit or review in accordance with generally accepted auditing standards and services that generally only our independent registered public accounting firm can reasonably provide, such as the audit of our consolidated financial statements, the review of the financial statements included in our quarterly reports and for services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory engagements.
(2) Fees for assurance and related services that are traditionally performed by our independent registered public accounting firm, such as audit attest services not required by statute or regulation, and consultation concerning financial accounting and reporting standards. The fees in 2012 are for services rendered relating to the filing of our Form 10.
(3) Fees for tax compliance. Tax compliance generally involves preparation of original and amended tax returns, claims for refunds and tax payment planning services.
The proposal to ratify the Audit Committee’s selection of Rotenberg Meril Solomon Bertiger & Guttilla, P.C. as our independent registered public accounting firm will require the affirmative vote of the holders of a majority of the shares of Common Stock cast in person or by proxy.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE
FOR
THE ADOPTION OF PROPOSAL TWO
STOCKHOLDER PROPOSALS
Stockholders wishing to include proposals in the proxy materials in relation to our 2015 Annual Meeting of Stockholders must submit the same in writing, by mail, first-class postage pre-paid, to Air Industries Group, 1479 North Clinton Avenue, Bay Shore, NY 11706, Attention: Corporate Secretary, which must be received at our executive office on or before March 22, 2015 (unless the Company holds its annual meeting more than 30 days earlier next year, in which case the deadline will be a reasonable period of time prior to the date we begin to print and send our proxy materials for the annual meeting). The Company’s Board of Directors will review any stockholder proposals that are filed as required and, with the assistance of the Company’s Corporate Secretary, will determine whether such proposals meet the criteria prescribed by Rule 14a-8 under the Exchange Act for inclusion in the Company’s 2015 proxy solicitation materials or consideration at the 2015 annual meeting. If the stockholder does not also comply with the requirements of Rule 14a-4(c) under the Exchange Act, we may exercise discretionary voting authority under proxies we solicit to vote in accordance with our best judgment on any such stockholder proposal or nomination.
Our Board of Directors does not know of any matter to be brought before the Annual Meeting other than the matters set forth in the Notice of Annual Meeting of Stockholders and matters incident to the conduct of the Annual Meeting. If any other matter should properly come before the Annual Meeting, the persons named in the enclosed proxy card will have discretionary authority to vote all proxies with respect thereto in accordance with their best judgment.
ANNUAL REPORT
A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Form 10-K”) is enclosed with this Proxy Statement and is available on the Company’s website
(
http://www.airindustriesgroup.com
). The Company will provide copies of the exhibits to the 2013 Form 10-K upon payment of a nominal fee to cover the reasonable expenses of providing those exhibits. Requests should be directed to our Corporate Secretary by phone at (631) 968-5000 or by mail to Air Industries Group, 1479 North Clinton Avenue, Bay Shore, NY 11706. The 2013 Form 10-K and the exhibits thereto also are available free of charge from the SEC website (
http://,
www.sec.gov
.
). The Annual Report is not to be considered as proxy solicitation material.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
To the extent we deliver a paper copy of the proxy materials to stockholders, the SEC rules allow us to deliver a single copy of proxy materials to any household at which two or more stockholders reside, if we believe the stockholders are members of the same family.
We will promptly deliver, upon oral or written request, a separate copy of the proxy materials to any stockholder residing at the same address as another stockholder and currently receiving only one copy of the proxy materials who wishes to receive his or her own copy. Requests should be directed to our Corporate Secretary by phone at (631) 968-5000 or by mail to Air Industries Group, 1479 North Clinton Avenue, Bay Shore, NY 11706.
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By Order of the Board of Directors,
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Pe Peter D. Rettaliata
Pre President and Chief Executive Officer
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June 20, 2014
YOU HAVE THE OPTION OF VOTING YOUR PROXY VIA THE INTERNET AT WWW.PROXYVOTE.COM OR TOLL FREE VIA TOUCH-TONE PHONE AT 1-800-690-6903. YOU MAY VOTE UP UNTIL 11:59 P.M. EASTERN TIME ON AUGUST 4, 2014.
ALTERNATIVELY, STOCKHOLDERS MAY CHOOSE TO VOTE BY MAIL VIA PROXY. IF YOU WISH TO VOTE BY PROXY, WE WILL PROMPTLY DELIVER, UPON ORAL OR WRITTEN REQUEST, A COPY OF THE PROXY MATERIALS TO YOU. WE WILL FILL YOUR REQUEST IN THREE BUSINESS DAYS. YOU MAY REQUEST PAPER OR E-MAIL DELIVERY BY CALLING 1-800-579-1639 OR BY MAIL TO AIR INDUSTRIES GROUP, 1479 NORTH CLINTON AVENUE, BAY SHORE, NY 11706.
UPON RECEIPT OF A PROXY CARD, YOU ARE REQUESTED TO DATE AND SIGN THE PROXY AND RETURN IT IN THE SELF-ADDRESSED ENVELOPE WHICH WE WILL PROVIDE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. YOUR PROMPT RESPONSE WILL BE HELPFUL, AND YOUR COOPERATION WILL BE APPRECIATED.
AIR INDUSTRIES GROUP
1479 North Clinton Avenue
Bay Shore, NY 11706
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VOTE BY INTERNET - www.proxyvote.com
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on August 4, 2014. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
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If you would like to reduce the costs incurred by Air Industries Group in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
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VOTE BY PHONE - 1-800-690-6903
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Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on August 4, 2014. Have your proxy card in hand when you call and then follow the instructions.
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VOTE BY MAIL
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Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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AIR INDUSTRIES GROUP
1479 North Clinton Avenue
Bay Shore, NY 11706
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VOTE BY INTERNET - www.proxyvote.com
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on August 4, 2014. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
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If you would like to reduce the costs incurred by Air Industries Group in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
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VOTE BY PHONE - 1-800-690-6903
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Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on August 4, 2014. Have your proxy card in hand when you call and then follow the instructions.
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VOTE BY MAIL
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Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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M46399-P18838 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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AIR INDUSTRIES GROUP
The Board of Directors recommends you vote
FOR the following:
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For
All
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Withhold
All
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For All
Except
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To withhold authority to vote for any individual
nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below.
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1. Election of Directors
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¨
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¨
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¨
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Nominees:
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01)
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Michael N. Taglich
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06) Robert C. Schroeder.
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02)
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Peter D. Rettaliata
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07) Michael Brand
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03)
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Seymour G. Siegel
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04)
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David J. Buonanno
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.
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05)
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Robert F. Taglich
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The Board of Directors recommends you vote FOR proposal 2:
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For
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Against
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Abstain
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2.
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Ratification of the appointment of
Rotenberg Meril Solomon Bertiger & Guttilla, P.C
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.
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¨
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¨
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¨
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NOTE:
The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Stockholder(s) and, in the discretion of the proxies, upon such other business as may properly come before the meeting. If no direction is made, this proxy will be voted FOR the nominees for the Board of Directors listed in item 1, and FOR item 2.
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Please indicate if you plan to attend this meeting.
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Yes
¨
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No
¨
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Annual Report to Stockholders, including Annual Report on Form 10-K, Notice of Annual Meeting of
Stockholders and Proxy Statement are available at www.proxyvote.com.
M46400-P18838
AIR INDUSTRIES GROUP
Annual Meeting of Stockholders
August 5, 2014
This Proxy is Solicited on Behalf of the Board of Directors
The stockholder(s) hereby appoint(s) Peter D. Rettaliata and Scott A. Glassman, and each of them, as proxies, each with the power of substitution, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Air Industries Group (the “Company”) that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 1:00 P.M., Eastern Time, on August 5, 2014, at the offices of the Company, 1460 5
th
Avenue, Bay Shore, New York 11706, and at any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED
FOR
THE ELECTION OF THE NOMINEES FOR THE BOARD OF DIRECTORS LISTED ON THE REVERSE SIDE, AND
FOR
PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.
Continued and to be signed on reverse side
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