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): September 13, 2023

AIR INDUSTRIES GROUP

(Exact Name of Registrant as Specified in its Charter)

1460 Fifth Avenue, Bay Shore, New York 11706

(Address of Principal Executive Offices)

Registrant’s telephone number: (631) 968-5000

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On September 13, 2023, Air Industries Group (the “Company”) held its 2023 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 August 4, 2023.

Proposal No. 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:

There were 559,643 broker non-votes.

Proposal No. 2 – Amendment of the Company’s 2022 Equity Incentive Plan.

The Company’s stockholders voted to approve the amendment of the Company’s 2022 Equity Incentive Plan to (a) increase the number of shares of Common Stock available for issuance under the 2022 Plan by 250,000 shares from 100,000 shares to 350,000 shares and (b) specify that the Company may grant Restricted Stock Units pursuant to the Plan. There were 1,340,391 votes in favor of the amendment, 86,998 votes against and 8,449 abstentions. There were 559,643 broker non-votes in respect of this proposal.

Proposal No. 3 -- Ratification of the appointment of Marcum LLP.

The Company’s stockholders voted to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. There were 1,903,517 votes in favor of ratification, 77,266 votes against and 14,698 abstentions. There were no broker non-votes in respect of this proposal.

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 hereunto duly authorized.

Dated: September 18, 2023

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