Current Report Filing (8-k)
January 30 2017 - 5:04PM
Edgar (US Regulatory)
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): January 30, 2017 (January 25, 2017)
AMERICAN AIRLINES GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-8400
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75-1825172
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(State or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4333 Amon Carter Blvd., Fort Worth, Texas
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76155
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(817)
963-1234
N/A
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 25, 2017, the Board of Directors (Board) of American Airlines Group Inc. (the Company) adopted an amendment and
restatement of the Companys bylaws (the Restated Bylaws) to provide that the Lead Independent Director (as defined in the Restated Bylaws) shall be designated by the Independent Directors (as defined in the Restated Bylaws) rather
than the full Board. The Restated Bylaws are effective immediately.
The foregoing description of the changes effected by the Restated Bylaws is qualified
by reference to the Restated Bylaws, which are filed as Exhibit 3.1 to this current report on Form
8-K
and are incorporated herein by reference. In addition, filed as Exhibit 3.2 to this current report on
Form
8-K,
is a document that shows the amendments reflected in the Restated Bylaws.
Item 7.01
Regulation FD Disclosure
On January 25, 2017, the Board also approved amendments to the Companys Corporate Governance Guidelines (the
Corporate Governance Guidelines) to, among other things, expand the enumerated duties of the Lead Independent Director. The Corporate Governance Guidelines, as amended, are available on the Companys website at www.aa.com/Investor
Relations/Corporate Governance/Board Policies/Corporate Governance Guidelines.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
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Exhibit
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Description
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3.1
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Second Amended and Restated Bylaws of American Airlines Group Inc.
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3.2
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Bylaw amendments.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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AMERICAN AIRLINES GROUP INC.
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Date: January 30, 2017
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By:
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/s/ Stephen L. Johnson
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Stephen L. Johnson
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Executive Vice President, Corporate Affairs
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Exhibit Index
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Exhibit
No.
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Description
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3.1
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Second Amended and Restated Bylaws of American Airlines Group Inc.
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3.2
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Bylaw amendments.
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