atsg-20220404

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): April 4, 2022

_____________________

Air Transport Services Group, Inc.

(Exact name of registrant as specified in its charter)

_____________________

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)

_____________________

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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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). ☐

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ATSG

NASDAQ Stock Market LLC

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On April 4, 2022, Mr. Richard M. Baudouin notified Air Transport Services Group, Inc. (the “Company”) that he will resign from the Company’s Board of Directors (the “Board”) on April 30, 2022. He has been a Director of the Company since January 2013 and serves as the Chair of the Nominating and Governance Committee and a member of the Audit Committee. Mr. Baudouin’s decision to resign was not the result of any disagreement with the Company or any matter relating to its operations, policies or practices.

The Board, upon the recommendation of the Nominating and Governance Committee, has appointed Mr. Paul S. Williams as the Chair of the Nominating and Governance Committee, effective upon Mr. Baudouin’s resignation from the Board.

Mr. Baudouin possesses extensive experience in commercial aircraft leasing and finance and his input and guidance proved invaluable to the significant expansion of the Company’s aircraft leasing business during his tenure. The Board and management express their sincere gratitude to Mr. Baudouin for his dedication and many years of service as a Director of the Company.

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
			Chief Legal Officer & Secretary

Date:			April 6, 2022