Current Report Filing (8-k)
June 14 2017 - 4:05PM
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): June 14, 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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☐
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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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☐
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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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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).
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Emerging Growth Company
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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 June 14, 2017, American Airlines Group Inc. (the
Company
) held its 2017 Annual Meeting of Stockholders (the
2017 Annual
Meeting
). At the 2017 Annual Meeting, the stockholders of the Company voted on the following proposals, each of which is described in the Companys Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on May 1, 2017 (the
Proxy Statement
):
Proposal 1: Election of Directors.
The stockholders elected the following individuals to the Companys Board of Directors:
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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James F. Albaugh
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362,486,515
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3,199,432
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521,302
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81,731,825
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Jeffrey D. Benjamin
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362,490,552
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3,193,816
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522,881
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81,731,825
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John T. Cahill
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362,223,883
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3,445,327
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538,039
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81,731,825
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Michael J. Embler
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362,767,888
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2,906,856
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532,505
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81,731,825
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Matthew J. Hart
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362,801,831
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2,886,324
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519,094
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81,731,825
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Alberto Ibargüen
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362,187,278
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3,505,938
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514,033
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81,731,825
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Richard C. Kraemer
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362,151,838
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3,519,059
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536,352
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81,731,825
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Susan D. Kronick
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362,745,618
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2,925,259
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536,372
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81,731,825
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Martin H. Nesbitt
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361,553,783
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4,122,813
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530,653
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81,731,825
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Denise M. OLeary
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362,359,463
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3,322,818
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524,968
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81,731,825
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W. Douglas Parker
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359,378,549
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6,053,083
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775,617
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81,731,825
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Ray M. Robinson
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356,612,405
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9,072,339
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522,505
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81,731,825
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Richard P. Schifter
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361,881,514
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3,791,370
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534,365
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81,731,825
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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
The stockholders ratified the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending
December 31, 2017.
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For
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Against
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Abstain
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Broker Non-Votes
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442,501,940
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4,562,685
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874,449
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0
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Proposal 3: Advisory Vote to Approve Executive Compensation.
The stockholders approved, on a non-binding, advisory basis, the compensation of the Companys named executive officers as disclosed in the Proxy
Statement.
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For
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Against
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Abstain
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Broker Non-Votes
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357,285,175
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8,236,469
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685,605
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81,731,825
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Proposal 4: Advisory Vote on the Frequency of the Advisory Vote to Approve Executive Compensation.
The stockholders selected, on a non-binding, advisory basis, 1 Year as the frequency of the advisory vote to approve the compensation of the Companys
named executive officers as disclosed in the Proxy Statement.
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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344,617,664
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699,054
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20,246,028
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644,503
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81,731,825
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Based on these results, the Company has decided to hold a stockholder advisory vote to approve the compensation
of the Companys named executive officers every year, until the next stockholder advisory vote on the frequency of the stockholder advisory vote on the compensation of named executive officers. A stockholder advisory vote on the frequency of
stockholder advisory votes on the compensation paid to the Companys named executive officers is required to be held at least once every six years.
Proposal 5: Stockholder Proposal Regarding an Independent Board Chairman.
The stockholder proposal to adopt a policy regarding an independent Board Chairman was not approved.
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For
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Against
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Abstain
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Broker Non-Votes
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71,178,990
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294,022,687
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1,005,572
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81,731,825
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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: June 14, 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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