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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________
Form 8-K
 _____________________
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 10, 2011
   _____________________
(Exact name of registrant as specified in its charter)
  _____________________
 
 
 
 
 
 
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)
ABX Holdings, Inc.
(Former name or former address, if changed since last report)
 _____________________
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))
 
 

 

 

 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
a.
On May 10, 2011, Air Transport Services Group, Inc. ("ATSG") held its Annual Stockholders' Meeting (the "Annual Meeting"). At the close of business on March 15. 2011, the voting record date, there were 64,314,571 ATSG common shares outstanding and entitled to vote. At the Annual Meeting, 59,303,901, or 92.20%, of the outstanding common shares entitled to vote were represented by proxy or in person.
b.
(i)    Directors elected at the Annual Meeting for a three year term to expire at the 2014 Annual Meeting of Stockholders:
 
Number of Votes Cast:
 
For
 
Withheld
 
Broker Non-Votes
James H. Carey
48,595,978
 
1,164,581
 
9,543,342
John D. Geary
48,589,347
 
1,171,212
 
9,543,342
J. Christopher Teets
47,929,119
 
1,831,440
 
9,543,342
Other directors whose term of office continued after the Annual Meeting:
Jeffrey J. Vorholt
Joseph C. Hete
James E. Bushman
Randy D. Rademacher
Jeffrey A. Dominick
(ii)     Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of ATSG for fiscal year 2011:
Number of Votes Cast:
For
 
Against
 
Abstain
 
58,985,183
 
259,382
 
59,336
 
(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 2011 Annual Meeting of Stockholders:
Number of Votes Cast:
For
 
Against
 
Abstain
 
Broker Non-Votes
47,235,845
 
700,704
 
1,824,010
 
9,543,342
(iv)    Approval, on an advisory basis, to hold future advisory votes on executive compensation every year, every two years or every three years:
Number of Votes Cast:
Every One Year
 
Every Two Years
 
Every Three Years
 
Abstain
 
Broker Non-Votes
24,969,852
 
158,702
 
24,543,973
 
88,032
 
9,543,342
Item 8.01 Other Events.
On May 10, 2011, Air Transport Services Group, Inc. issued a press release concerning the results of its Annual Stockholders' Meeting, a copy of which is furnished herewith as Exhibit 99.1.
The information provided pursuant to Item 8.01 of this Form 8-K is being furnished and is not "filed" for purposes of Section 18 of the Securities Act of 1934, and may not be deemed incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in that filing.
 

 

 

Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No.
Description
99.1
Press release issued by Air Transport Services Group, Inc. on May 10, 2011.
 
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
 
Sr. Vice President
 
Corporate General Counsel & Secretary
 
 
Date:
May 10, 2011