Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Cerain Officers.
On May 7, 2019, SkyWest, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the SkyWest, Inc. 2019 Long-Term Incentive Plan (the “Plan”), which authorizes 4,500,000 shares of the Company’s common stock for issuance pursuant to awards under the Plan. The Plan became effective on the date of the Annual Meeting.
Administration
. The Plan is administered by the Compensation Committee of the Board of Directors (the “Board”) of the Company, which may delegate its duties and authorities to a committee of one or more directors or officers of the Company, subject to certain limitations that may be imposed under Section 16 of the Securities Exchange Act of 1934, as amended, and/or stock exchange rules, as applicable. Notwithstanding the foregoing, the full Board of Directors will administer the Plan with respect to awards to non-employee directors.
Awards
. The Plan authorizes the Compensation Committee to grant incentive stock options, non-qualified stock options, SARs, restricted stock, restricted stock units, other share-based awards, including grants of unrestricted stock, and performance awards, including annual and long-term cash performance awards. The Plan authorizes the grant of awards to employees and consultants of the Company and its subsidiaries and to the Company’s non-employee directors. The sum of any cash compensation, or other compensation, and the value of awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year of the Company may not exceed $500,000 (increased to $750,000 with respect to any non-employee director serving as Chairman of the Board or Lead Independent Director or in the fiscal year of a non-employee director’s initial service as a non-employee director).
Other Provisions
. The Plan also contains provisions with respect to payment of exercise or purchase prices, vesting and expiration of awards, adjustments and treatment of awards upon certain corporate transactions, including stock splits, recapitalizations and mergers, transferability of awards and tax withholding requirements. The Board or the Compensation Committee may, from time to time, alter, amend, suspend or terminate the Plan. The Plan will continue until terminated by the Board or the Compensation Committee. No incentive stock options may be granted under the Plan after the tenth anniversary of the date the Plan was adopted by the Board.
The terms and conditions of the Plan are described in the section entitled “Proposal 3: Adoption of the SkyWest, Inc. 2019 Long-Term Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 22, 2019. The Company’s executive officers and non-employee directors are eligible to participate in the Plan. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 7, 2019, the Company held the Annual Meeting, at which the Company’s shareholders considered and voted on the items described below:
1.
The following persons were elected to serve as directors of the Company, each to serve until the next annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, based upon the following votes:
2