Table of Contents
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
x Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material under § 240.14a-11(c) or § 240.14a-12 |
DELTA AIR LINES, INC.
Payment of Filing Fee (Check the appropriate box):
x | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Table of Contents
Delta Air Lines, Inc. Post Office Box 20706 Atlanta, Georgia 30320-6001 |
• | the election of directors for the next year; |
• | the ratification of the appointment of Deloitte & Touche LLP as Delta’s independent auditors for the year ending December 31, 2005; |
• | a proposed amendment to Article Fourth of Delta’s Certificate of Incorporation to increase the number of shares of common stock that Delta is authorized to issue from 450 million to 900 million and to decrease the par value of the common stock from $1.50 per share to $0.01 per share; |
• | six shareowner proposals (if those proposals are properly presented at the meeting); and |
• | any other business that may properly come before the meeting. |
Sincerely, | |
Gerald Grinstein | |
Chief Executive Officer |
1 | |||||
5 | |||||
10 | |||||
11 | |||||
12 | |||||
14 | |||||
14 | |||||
16 | |||||
18 | |||||
23 | |||||
23 | |||||
23 | |||||
25 | |||||
26 | |||||
26 | |||||
26 | |||||
30 | |||||
31 | |||||
32 | |||||
33 | |||||
33 | |||||
34 | |||||
35 | |||||
35 | |||||
35 | |||||
36 | |||||
37 | |||||
38 | |||||
40 | |||||
41 | |||||
44 | |||||
46 | |||||
47 | |||||
49 | |||||
49 | |||||
50 | |||||
50 | |||||
50 | |||||
A-1 |
i
Table of Contents
• | Voting by the Internet or Telephone. You may vote using the Internet or telephone by following the instructions on your proxy/voting instruction card.To be effective, your vote must be received by 11:59 p.m. Eastern Daylight Time (EDT) on May 18, 2005. The Internet and telephone voting procedures are designed to authenticate votes cast by using a personal identification number. These procedures enable shareowners to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded. | |
• | Voting by Proxy/Voting Instruction Card. You may vote by signing, dating and returning the proxy/voting instruction card in the enclosed postage-paid envelope.To be effective, your vote must be received by 11:59 p.m. EDT on May 18, 2005. Please sign the proxy/voting instruction card exactly as your name appears on the card. If shares are |
Table of Contents
owned jointly, each joint owner should sign the proxy/voting instruction card. If a shareowner is a corporation or partnership, the proxy/voting instruction card should be signed in the full corporate or partnership name by a duly authorized person. If the proxy/voting instruction card is signed pursuant to a power of attorney or by an executor, administrator, trustee or guardian, please state the signer’s full title and provide a certificate or other proof of appointment. |
• | providing written notice to Delta’s Corporate Secretary at Delta Air Lines, Inc., Dept. No. 981, Post Office Box 20574, Atlanta, Georgia 30320that is received by 11:59 p.m. EDT on May 18, 2005; or | |
• | submitting a later-dated proxy by the Internet, telephone or mailthat is received by 11:59 p.m. EDT on May 18, 2005. |
2
Table of Contents
• | Instructions by the Internet or Telephone. You may instruct the Trustee using the Internet or telephone by following the instructions on your proxy/voting instruction card. | |
• | Instructions by Proxy/ Voting Instruction Card. You may instruct the Trustee by signing, dating and returning the proxy/voting instruction card in the enclosed postage-paid envelope. |
• | in accordance with your confidential voting instructions; or | |
• | if the Trustee does not receive your instructionsbefore 5:00 p.m. EDT on May 17, 2005, in the same proportion as the votes cast on Attributable Shares for which the Trustee received voting instructions. |
3
Table of Contents
• | in accordance with your confidential voting instructions; or | |
• | if the Trustee does not receive your instructionsbefore 5:00 p.m. EDT on May 17, 2005, in the same proportion as the votes cast on Allocated Shares for which the Trustee received voting instructions. |
• | A plurality of the votes cast by holders of the Common Stock and the ESOP Preferred Stock, voting together as a single class, is required for the election of directors. | |
• | A majority of the votes present at the meeting and entitled to vote will be necessary: |
(1) | to ratify the appointment of Deloitte & Touche LLP as independent auditors for the year ending December 31, 2005; and | |
(2) | to approve any of the six shareowner proposals described in this proxy statement. |
An abstention from voting on any proposal described in clauses 1 or 2 above has the same effect as a vote against that proposal. Broker non-votes will not be considered in determining the number of votes entitled to be cast in connection with the six shareowner proposals. |
• | The proposed amendment to Article Fourth of the Certificate of Incorporation requires the approval of a majority of the votes entitled to be cast by the holders of all outstanding shares of (1) Common Stock and ESOP Preferred Stock voting together as a single class; and (2) Common Stock voting as a separate class. Abstentions and failures to vote on this proposal will have the same effect as a vote against the proposal. |
• | FOR the election of the director nominees named in this proxy statement; | |
• | FOR the ratification of the appointment of Deloitte & Touche LLP as Delta’s independent auditors for the year ending December 31, 2005; | |
• | FOR the proposed amendment to Article Fourth of the Certificate of Incorporation; and | |
• | AGAINST each of the six shareowner proposals described in this proxy statement. |
4
Table of Contents
• | revised our previously adopted director independence standards in connection with amendments to the NYSE listing requirements; | |
• | provided to the NYSE as required in 2004, and anticipate providing in 2005, a certificate of our Chief Executive Officer regarding our compliance with the NYSE listing requirements; | |
• | posted an email address on our website to facilitate communications from shareowners, employees and others to our independent directors; |
5
Table of Contents
• | adopted an Information Disclosure Policy and Guidelines in an effort to assure fair disclosure to investors in compliance with securities laws; | |
• | trained our officers and supervisory employees concerning our ethics and compliance program, including the toll-free HelpLine and the code of ethics and business conduct; and | |
• | responded to a shareowner proposal approved at the 2004 annual meeting by adopting a policy prohibiting (1) the grant of service or vesting credit (or accelerated vesting) under a retirement plan for any period that a senior executive was not actually employed by Delta; or (2) making any contribution to any employee grantor trust established by a senior executive. A copy of this policy is posted on Delta’s website at:www.delta.com/pdfs/serv vest ret.pdf. |
• | emailindependent.directors@delta.comor | |
• | send a letter addressed to Delta’s Corporate Secretary at Delta Air Lines, Inc., Dept. No. 981, Post Office Box 20574, Atlanta, Georgia 30320. |
6
Table of Contents
7
Table of Contents
8
Table of Contents
Number of | ||||||
Members on | Meetings | |||||
Committee(1) | April 1, 2005 | Key Functions | in 2004 | |||
Audit | Edward H. Budd(2) John F. Smith, Jr. Joan E. Spero Kenneth B. Woodrow | • Appoints (subject to shareowner ratification) our independent auditors • Represents and assists the Board in its oversight of: • the integrity of our financial statements; • our compliance with legal and regulatory requirements; • our independent auditors’ qualifications and independence; and • the performance of our internal audit department and independent auditors • Discusses the adequacy and effectiveness of our internal control over financial reporting • Oversees our compliance with procedures and processes pertaining to corporate ethics and standards of business conduct • Considers complaints concerning accounting, auditing, internal control and financial reporting matters | 10 | |||
Corporate Governance | Karl J. Krapek Paula Rosput Reynolds John F. Smith, Jr. Joan E. Spero(2) | • Identifies and recommends qualified individuals to the Board for nomination as directors and considers shareowner nominations of candidates for election as directors • Considers, develops and makes recommendations to the Board regarding matters related to corporate governance, including: • qualifications and eligibility requirements for Board members, including director independence standards; • the Board’s size, composition, organization and processes; • the type, function, size and membership of Board committees; • evaluation of the Board; and • Board compensation | 3 | |||
Finance | Edward H. Budd David R. Goode Arthur E. Johnson Karl J. Krapek John F. Smith, Jr.(2) | • Reviews our financial planning and financial structure, funding requirements and borrowing and dividend policies | 2(3) | |||
Personnel & Compensation | Edward H. Budd David R. Goode(2) Arthur E. Johnson Paula Rosput Reynolds Kenneth B. Woodrow | • Establishes our general compensation philosophy and oversees the development and implementation of compensation programs • Performs an annual performance evaluation of our CEO and determines and approves the CEO’s compensation level • Reviews and approves compensation programs applicable to our executives • Considers periodically our management succession planning • Makes recommendations to the Board regarding election of officers | 12 | |||
(1) | The charters for the Audit, Corporate Governance and Personnel & Compensation Committee were included as appendices to Delta’s 2004 proxy statement. These charters are available atwww.delta.com/inside/investors/corp info/corp governance/index.jspor upon request to Delta’s Corporate Secretary. |
(2) | Committee Chair. |
(3) | In 2004, the full Board of Directors acted as the Finance Committee, regularly reviewing Delta’s financial condition, financing strategies and related subjects at its 18 meetings during the year. |
9
Table of Contents
10
Table of Contents
11
Table of Contents
EDWARD H. BUDD | Age 71 | Joined Delta’s Board1985 | ||||
Chairman of the Board and Chief Executive Officer of The Travelers Corporation (1982 until his retirement in 1993); held other executive officer positions in that company (1974-1982) | ||||||
Committees: | Audit (Chair); Finance; Personnel & Compensation | |||||
Affiliations: | Member of the American Academy of Actuaries and The Business Council; Trustee of Tufts University | |||||
DAVID R. GOODE | Age 64 | Joined Delta’s Board1999 | ||||
Chairman of the Board and Chief Executive Officer of Norfolk Southern Corporation since 1992; executive officer of that company since 1985 | ||||||
Committees: | Personnel & Compensation (Chair); Finance | |||||
Directorships: | Caterpillar, Inc.; Georgia-Pacific Corporation; Norfolk Southern Corporation; Norfolk Southern Railway Company; Texas Instruments, Incorporated | |||||
Affiliations: | Member of The Business Council and The Business Roundtable | |||||
GERALD GRINSTEIN | Age 72 | Joined Delta’s Board1987 | ||||
Chief Executive Officer of Delta since January 2004; non-executive Chairman of the Board of Agilent Technologies, Inc. (1999-2002); non-executive Chairman of Delta’s Board of Directors (1997-1999); Retired Chairman of Burlington Northern Santa Fe Corporation (successor to Burlington Northern Inc.) since December 1995; executive officer, including Chief Executive Officer, of Burlington Northern Inc. and certain affiliated companies (1987-1995); Chief Executive Officer of Western Air Lines, Inc. (1985-1987) | ||||||
Committees: | None | |||||
Directorships: | PACCAR Inc.; The Brinks Company | |||||
Affiliations: | Trustee, Henry M. Jackson Foundation; Trustee, University of Washington Foundation | |||||
ARTHUR E. JOHNSON | Age 58 | Joined Delta’s Board2005 | ||||
Senior Vice President, Corporate Strategic Development of Lockheed Martin Corporation since December 2001; Vice President, Corporate Strategic Development of Lockheed Martin Corporation (1999-2001); President and Chief Operating Officer of Lockheed Martin Corporation Information and Services Sector (1997-1999); President of Lockheed Martin Corporation Systems Integration Group (January 1997 to August 1997); President of Loral Corporation Federal Systems Group (1994-1996) | ||||||
Committees: | Finance; Personnel & Compensation | |||||
Directorships: | AGL Resources, Inc.; IKON Office Solutions, Inc. | |||||
Affiliations: | Trustee, Dillard University; Director, The Woods Charitable Foundation, Inc. | |||||
KARL J. KRAPEK | Age 56 | Joined Delta’s Board2004 | ||||
President and Chief Operating Officer of United Technologies Corporation (1999 until his retirement in 2002); also held other management positions in that company (1982-1999) | ||||||
Committees: | Corporate Governance; Finance | |||||
Directorships: | Lucent Technologies Inc.; Prudential Financial, Inc.; The Connecticut Bank and Trust Company; Visteon Corporation | |||||
Affiliations: | Vice Chairman, Board of Trustees of Connecticut State University; Director, St. Francis Care, Inc. |
12
Table of Contents
PAULA ROSPUT REYNOLDS | Age 48 | Joined Delta’s Board2004 | ||||
Chairman of the Board of AGL Resources, Inc. since 2002; President and Chief Executive Officer of that company since 2000; Chairman of Atlanta Gas Light Company, a wholly-owned subsidiary of AGL Resources, Inc., (2000-2003); President and Chief Operating Officer of Atlanta Gas Light Company (1998-2000); President and Chief Executive Officer of Duke Energy Power Services, LLC, a subsidiary of Duke Energy Corporation (1997-1998) | ||||||
Committees: | Corporate Governance; Personnel & Compensation | |||||
Directorships: | AGL Resources, Inc.; Coca-Cola Enterprises Inc. | |||||
Affiliations: | Second Vice Chair and Member of the Board, Georgia Chamber of Commerce; Member of the Board, Metro Atlanta Chamber of Commerce; Member of the Board, American Gas Association; Trustee, Georgia Research Alliance | |||||
JOHN F. SMITH, JR. | Age 67 | Joined Delta’s Board2000 | ||||
Chairman of the Board of General Motors Corporation (1996 until his retirement in 2003); also served as that company’s Chief Executive Officer (1992-2000), President (1992-1998) and Chief Operating Officer (1992) | ||||||
Committees: | Finance (Chair);Audit; Corporate Governance | |||||
Directorships: | Swiss Reinsurance Company; The Procter & Gamble Company | |||||
Affiliations: | Member of the Board of The Nature Conservancy; Chairman of the Advisory Board of Alix Partners LLC/Questor Partners Funds; Member of The Business Council | |||||
JOAN E. SPERO | Age 60 | Joined Delta’s Board2002 | ||||
President of the Doris Duke Charitable Foundation since 1997; U.S. Undersecretary of State for Economic, Business & Agricultural Affairs (1993-1996); executive of American Express Company (1981-1993) | ||||||
Committees: | Corporate Governance (Chair);Audit | |||||
Directorships: | First Data Corporation; International Business Machines Corporation | |||||
Affiliations: | Trustee of Columbia University, the Council on Foreign Relations and the Wisconsin Alumni Research Foundation | |||||
KENNETH B. WOODROW | Age 60 | Joined Delta’s Board2004 | ||||
Vice Chairman of Target Corporation (1999 until his retirement in 2000); also served as that company’s President (1994-1999); and held other management positions in that company (1971-1994) | ||||||
Committees: | Audit; Personnel & Compensation | |||||
Directorships: | EZ Gard Industries, Inc.; Visteon Corporation | |||||
Affiliations: | Chairman of the Board of Trustees, Hamline University | |||||
13
Table of Contents
Amount and Nature of | ||||||
Name of Beneficial Owner | Title of Class | Beneficial Ownership(1) | ||||
Edward H. Budd | Common Stock | 24,008 | (2)(3) | |||
David R. Goode | Common Stock | 11,263 | (2)(4) | |||
Gerald Grinstein | Common Stock | 15,210 | (2)(5) | |||
Arthur E. Johnson | Common Stock | 2,381 | ||||
Karl J. Krapek | Common Stock | 22,769 | (4) | |||
Paula Rosput Reynolds | Common Stock | 4,862 | (4) | |||
John F. Smith, Jr. | Common Stock | 35,902 | (2)(4) | |||
Joan E. Spero | Common Stock | 20,827 | (2)(4) | |||
Larry D. Thompson | Common Stock | 2,904 | (4) | |||
Kenneth B. Woodrow | Common Stock | 2,769 | (4) | |||
Joseph C. Kolshak | Common Stock | 29,624 | (2) | |||
ESOP Preferred Stock | 244 | |||||
Paul G. Matsen | Common Stock | 44,287 | (2) | |||
ESOP Preferred Stock | 151 | |||||
Gregory L. Riggs | Common Stock | 28,814 | (2)(6) | |||
ESOP Preferred Stock | 299 | (6) | ||||
James M. Whitehurst | Common Stock | 59,545 | (2) | |||
ESOP Preferred Stock | 24 | |||||
Vicki B. Escarra | Common Stock | 273,017 | (2) | |||
ESOP Preferred Stock | 212 | |||||
Directors and Executive Officers | Common Stock | 612,930 | (2)(3)(4)(5)(6) | |||
as a Group (17 Persons) | ESOP Preferred Stock | 1,114 | (6) |
(1) | No person listed in the table beneficially owned 1% or more of the outstanding shares of Common Stock or ESOP Preferred Stock. The directors and executive officers as a group beneficially owned less than 1% of the outstanding shares of Common Stock and less than 1% of the ESOP Preferred Stock. |
14
Table of Contents
(2) | Includes the following number of shares of Common Stock which the director or executive officer has the right to acquire upon the exercise of stock options that were exercisable as of March 25, 2005, or that will become exercisable within 60 days after that date: |
Name | Number of Shares | Name | Number of Shares | |||||||||||
Mr. Budd | 10,345 | Mr. Matsen | 43,016 | |||||||||||
Mr. Goode | 8,345 | Mr. Riggs | 25,792 | |||||||||||
Mr. Grinstein | 10,345 | Mr. Whitehurst | 43,834 | |||||||||||
Mr. Smith | 6,345 | Ms. Escarra | 272,758 | |||||||||||
Ms. Spero | 1,678 | Directors & Officers as a group | 484,078 | |||||||||||
Mr. Kolshak | 28,035 |
(3) | Excludes 25,787 shares of Common Stock attributable to Mr. Budd due to his selection of the Common Stock Fund investment return choice for deferred cash compensation earned as a director. See page 10 of this proxy statement for additional information regarding this program. |
(4) | Excludes the following number of shares of Common Stock attributable to the named director due to the annual deferred payment of $6,300 under the deferred compensation arrangement for directors who first join the Board of Directors after October 24, 1996: |
Name | Number of Shares | Name | Number of Shares | |||||||||||
Mr. Goode | 2,170 | Ms. Spero | 2,068 | |||||||||||
Mr. Krapek | 885 | Mr. Thompson | 1,169 | |||||||||||
Ms. Reynolds | 1,529 | Mr. Woodrow | 885 | |||||||||||
Mr. Smith | 2,189 |
The deferred amount earns an investment return equivalent to the investment return on the Common Stock Fund, and will be paid to the directors after they complete their Board service. See page 10 of this proxy statement for additional information regarding this program. |
(5) | Excludes a total of 23,387 deferred shares of Common Stock that the Board of Directors granted to Mr. Grinstein between 1997 and 1999 in recognition of his special service to the Board and Delta as a director. Mr. Grinstein may not vote or dispose of these shares until they are issued to him after he completes his Board service. |
(6) | Includes 133 shares of Common Stock and 46 shares of ESOP Preferred Stock attributable to the Savings Plan account of Mr. Riggs’ spouse, who is also a Delta employee. |
15
Table of Contents
Amount and Nature | Percentage of | |||||||||||
of Beneficial | Class on | |||||||||||
Name and Address of Beneficial Owner | Title of Class | Ownership | March 25, 2005 | |||||||||
FMR Corp. | Common Stock | 19,122,602 | (1) | 13.5 | % | |||||||
82 Devonshire Street | ||||||||||||
Boston, MA 02109 | ||||||||||||
U.S. Trust Corporation, | Common Stock | 17,566,833 | (2) | 12.4 | % | |||||||
United States Trust Company of New York and U.S. Trust Company, N.A | ||||||||||||
114 West 47th Street | ||||||||||||
New York, NY 10036 | ||||||||||||
Brandes Investment Partners, L.P. | Common Stock | 15,435,913 | (3) | 10.9 | % | |||||||
11988 El Camino Real, Suite 500 | ||||||||||||
San Diego, CA 90130 | ||||||||||||
PRIMECAP Management Company | Common Stock | 13,980,341 | (4) | 9.9 | % | |||||||
225 South Lake Ave., Suite 400 | ||||||||||||
Pasadena, CA 91101 | ||||||||||||
Michael A. Roth and Brian J. Stark | Common Stock | 9,892,728 | (5) | 7.0 | % | |||||||
3600 South Lake Drive | ||||||||||||
St. Francis, WI 53235 | ||||||||||||
Capital Research and Management Company | Common Stock | 9,648,730 | (6) | 6.8 | % | |||||||
333 South Hope Street | ||||||||||||
Los Angeles, CA 90071 | ||||||||||||
Capital Group International, Inc. | Common Stock | 9,051,950 | (7) | 6.4 | % | |||||||
11100 Santa Monica Blvd. | ||||||||||||
Los Angeles, CA 90025 | ||||||||||||
Capital Guardian Trust Company | Common Stock | 7,157,280 | (8) | 5.0 | % | |||||||
11100 Santa Monica Blvd. | ||||||||||||
Los Angeles, CA 90025 |
(1) | Based on an Amendment to Schedule 13G filed February 14, 2005, in which FMR Corp. reported that, as of December 31, 2004, it had sole voting power over 1,099,019 of these shares, shared voting power over none of these shares and sole dispositive power over all 19,122,602 of these shares. |
(2) | U.S. Trust Company, N.A. serves as independent fiduciary and investment manager of the Savings Plan’s (a) Common Stock Fund and (b) Preferred Stock Fund, which holds Common Stock and ESOP Preferred Stock. Based on an Amendment to Schedule 13G filed February 14, 2005, in which U.S. Trust Corporation, United States Trust Company of New York and U.S. Trust Company, N.A. reported that, as of December 31, 2004, they had sole voting power over 25,999 of these shares, shared voting power over none of these shares, sole dispositive power over 11,509,239 of these shares and shared dispositive power over 6,057,594 of these shares. |
16
Table of Contents
U.S. Trust Corporation has informed Delta that, except for 25,999 shares of Common Stock, all of the shares of Common Stock reported in the amended Schedule 13G are held in the Savings Plan, calculated as follows: |
Number of Shares | ||||
Nature of Shares | of Common Stock | |||
Common Stock held in Common Stock Fund | 6,057,594 | |||
Common Stock held in Preferred Stock Fund | 4,899,599 | |||
3,846,708 shares of ESOP Preferred Stock convertible into Common Stock (at a rate of 1.7115 shares of Common Stock per share of ESOP Preferred Stock) | 6,583,641 |
Fidelity Management Trust Company, as trustee, is the holder of record of all shares of Common Stock and ESOP Preferred Stock held in the Savings Plan. For information about the Savings Plan, see page 3 of this proxy statement. |
(3) | Based on an Amendment to Schedule 13G filed February 14, 2005, in which Brandes Investment Partners, L.P. reported that, as of December 31, 2004, it had sole voting power over none of these shares, shared voting power over 12,024,884 of these shares and shared dispositive power over all 15,435,913 of these shares. Brandes Investment Partners, Inc., Brandes Worldwide Holdings, L.P., Charles H. Brandes, Glenn R. Carlson and Jeffrey A. Busby, as control persons of Brandes Investment Partners, L.C., disclaim any direct ownership of all of these shares, except for an amount that is substantially less than 1% of the number of shares reported in the Amendment to Schedule 13G. |
(4) | Based on Amendment No. 14 to Schedule 13G filed March 31, 2005, in which PRIMECAP Management Company (“PRIMECAP”) reported that, as of December 31, 2004, it had sole voting power over 2,238,691 of these shares, shared voting power over none of these shares and sole dispositive power over all 13,980,341 of these shares. PRIMECAP has informed Delta that 8,150,000 of these shares were held by the Vanguard Chester Funds — Vanguard PRIMECAP Fund, which is managed by PRIMECAP. In Amendment No. 7 to Schedule 13G filed February 14, 2005, the Vanguard Chester Funds — Vanguard PRIMECAP Fund, 100 Vanguard Blvd., Malvern, PA 19355, reported that, as of December 31, 2004, it had sole voting power over all 8,150,000 of these shares and neither sole nor shared dispositive power over any of these shares. |
(5) | Based on an Amendment to Schedule 13G filed February 14, 2005, in which Michael A. Roth and Brian J. Stark, as joint filers, reported that, as of December 31, 2004, they had shared voting and shared dispositive power over all 9,892,728 of these shares. The shares are held by Shepherd Investments International, Ltd. (“Shepherd”), Shepherd Trading Limited (“Shepherd Trading”), Stark Trading, Stark International, Reliant Trading and SF Capital Partners Ltd. (“SF Capital”). The joint filers direct the management of (a) Stark Offshore Management, LLC (“Stark Offshore”), which acts as the investment manager and has sole power to direct the management of Shepherd, Shepherd Trading and SF Capital; and (b) Stark Onshore Management, LLC, which acts as managing general partner and has sole power to direct the management of Stark Trading, Stark International and Reliant Trading. |
(6) | Based on an Amendment to Schedule 13G filed February 14, 2005, in which Capital Research and Management Company reported that, as of December 31, 2004, it had neither sole nor shared voting power over any of these shares and had sole dispositive power over all 9,648,730 of these shares. Capital Research and Management Company disclaims beneficial ownership of all of these shares. |
(7) | Based on an Amendment to Schedule 13G filed February 14, 2005, in which Capital Group International, Inc. reported that, as of December 31, 2004, it had sole voting power over 6,015,030 of these shares, shared voting power over none of these shares and sole dispositive power over all 9,051,950 of these shares. Capital Group International, Inc. disclaims beneficial ownership of all of these shares. |
(8) | Based on an Amendment to Schedule 13G filed February 14, 2005, in which Capital Guardian Trust Company reported that, as of December 31, 2004, it had sole voting power over 4,489,560 of these shares, shared voting power over none of these shares and sole dispositive power over all 7,157,280 of these shares. Capital Guardian Trust Company disclaims beneficial ownership of all of these shares. |
17
Table of Contents
• | performance-based compensation that causes an executive’s total compensation to vary according to Delta’s near- and long-term financial and operating performance as well as the executive’s individual performance; | |
• | equity participation through stock options, restricted stock and other stock-based awards that connects an executive’s compensation with shareowner interests; and | |
• | a competitive strategy that positions executive compensation fairly and equitably with respect to all of Delta’s employee groups and the relative competitive labor markets. |
18
Table of Contents
19
Table of Contents
Long-Term Incentives |
20
Table of Contents
21
Table of Contents
22
Table of Contents
Long Term Compensation | |||||||||||||||||||||||||||||||||
Annual Compensation | Awards | Payouts | |||||||||||||||||||||||||||||||
Other | Restricted | Securities | All Other | ||||||||||||||||||||||||||||||
Annual | Stock | Underlying | LTIP | Compen- | |||||||||||||||||||||||||||||
Salary | Bonus | Compensation | Awards | Options/SARs | Payouts | sation | |||||||||||||||||||||||||||
Name and Principal Position(1) | Year | ($)(2) | ($)(3) | ($)(4) | ($)(5) | (#)(6) | ($)(7) | ($)(8) | |||||||||||||||||||||||||
Gerald Grinstein | Year ended 12/31/04 | 250,000 | 0 | 40,837 | 0 | 0 | 0 | 91,370 | |||||||||||||||||||||||||
Chief Executive Officer | |||||||||||||||||||||||||||||||||
James M. Whitehurst | Year ended 12/31/04 | 420,000 | 0 | 4,511 | 0 | 296,700 | 0 | 3,581 | |||||||||||||||||||||||||
Sr. Vice President and Chief Network and Planning Officer | |||||||||||||||||||||||||||||||||
Paul G. Matsen | Year ended 12/31/04 | 382,125 | 0 | 2,300 | 0 | 313,400 | 0 | 5,477 | |||||||||||||||||||||||||
Sr. Vice President and Chief Marketing Officer | |||||||||||||||||||||||||||||||||
Joseph C. Kolshak | Year ended 12/31/04 | 367,917 | 0 | 6,738 | 0 | 313,400 | 0 | 7,797 | |||||||||||||||||||||||||
Sr. Vice President and Chief of Operations | |||||||||||||||||||||||||||||||||
Gregory L. Riggs | Year ended 12/31/04 | 362,500 | 0 | 4,780 | 0 | 313,400 | 0 | 8,312 | |||||||||||||||||||||||||
Sr. Vice President, General Counsel and Chief Corporate Affairs Officer | |||||||||||||||||||||||||||||||||
Vicki B. Escarra | Year ended 12/31/04 | 372,600 | 0 | 5,759 | 0 | 0 | 450,000 | 2,792 | |||||||||||||||||||||||||
Executive Vice President | Year ended 12/31/03 | 504,000 | 0 | 9,540 | 0 | 357,258 | 84,564 | 735 | |||||||||||||||||||||||||
and Chief Customer | Year ended 12/31/02 | 540,000 | 761,400 | 11,373 | 0 | 172,900 | 138,574 | 54,880 | |||||||||||||||||||||||||
Service Officer (retired October 1, 2004) |
(1) | Messrs. Grinstein, Whitehurst, Matsen, Kolshak and Riggs each became an executive officer of Delta during 2004. Accordingly, consistent with rules adopted by the Securities and Exchange Commission, information regarding their compensation for the years ended December 31, 2003 and 2002 is not included in this table. |
(2) | The following table shows the annual salary rate for each current executive officer after becoming an executive officer of Delta in 2004 (“Former Annual Salary”) and after a 10% salary reduction which became effective on January 1, 2005 (“Current Annual Salary”). |
Name | Former Annual Salary($) | Current Annual Salary($) | ||||||
Mr. Grinstein | 500,000 | 450,000 | ||||||
Mr. Whitehurst | 426,000 | 383,400 | ||||||
Mr. Matsen | 450,000 | 405,000 | ||||||
Mr. Kolshak | 450,000 | 405,000 | ||||||
Mr. Riggs | 450,000 | 405,000 |
Mr. Grinstein voluntarily relinquished his salary for the quarter ended March 31, 2004, to facilitate Delta’s compliance with the executive compensation limits under the Emergency Wartime Supplemental Appropriations Act. He also declined to accept any salary for the quarter ended December 31, 2004, in keeping with companywide efforts to reduce Delta’s cost structure. |
(3) | Represents the incentive compensation award, if any, for the specified period. |
23
Table of Contents
(4) | Amounts for 2004 for the persons named in the Summary Compensation Table other than Mr. Grinstein include tax reimbursements related to: (a) flight benefits and (b) life insurance arrangements. The amount for Mr. Grinstein for 2004 includes tax reimbursements related to: (a) flight benefits and (b) Delta’s payment of relocation expenses. No person named in the Summary Compensation Table received compensation in the form of personal benefits in excess of the lesser of $50,000 or 10% of the total of his or her annual salary and bonus in 2004. |
(5) | At December 31, 2004, Mr. Whitehurst held 7,574 shares of restricted stock valued at $56,654, based on the $7.48 closing price of the Common Stock on the New York Stock Exchange (“NYSE”) on that date. These shares were granted to Mr. Whitehurst on January 1, 2002, in connection with his joining Delta. One half of these shares vested on January 1, 2005, and the remainder will vest on January 1, 2006, if Mr. Whitehurst remains employed by Delta on that date. |
(6) | Represents the number of shares of Common Stock subject to stock options or stock appreciation rights granted during the period. The number of shares shown for 2003 for Ms. Escarra includes replacement stock options granted on December 26, 2003 under Delta’s stock option exchange program, which was approved by shareowners at the 2003 annual meeting of shareowners. |
(7) | No payments will be made for the long-term incentive award opportunities granted in July 2002 for the performance period that began July 1, 2002 and ended December 31, 2004. |
(8) | For 2004, this column consists of the following items: |
Term Life Insurance | Savings Plan | Relocation | ||||||||||
Name | Coverage Premiums($) | Contributions($) | Expenses ($) | |||||||||
Mr. Grinstein | 0 | 0 | 91,370 | |||||||||
Mr. Whitehurst | 861 | 2,720 | 0 | |||||||||
Mr. Matsen | 1,377 | 4,100 | 0 | |||||||||
Mr. Kolshak | 1,647 | 6,150 | 0 | |||||||||
Mr. Riggs | 4,212 | 4,100 | 0 | |||||||||
Ms. Escarra | 2,792 | 0 | 0 |
24
Table of Contents
Grant Date | ||||||||||||||||||||||||
Individual Grants | Value | |||||||||||||||||||||||
Number of | ||||||||||||||||||||||||
Securities | % of Total | |||||||||||||||||||||||
Underlying | Options Granted | Exercise or | Grant Date | |||||||||||||||||||||
Options | to Employees in | Base Price | Expiration | Present | ||||||||||||||||||||
Name | Grant Date | Granted (#) | Fiscal Year | ($/Sh)(1) | Date | Value($)(2) | ||||||||||||||||||
Gerald Grinstein | N/A | 0 | 0 | % | N/A | N/A | N/A | |||||||||||||||||
James M. Whitehurst | 11/17/2004 | 296,700 | 0.4 | % | $ | 7.01 | 11/17/2010 | $ | 1,155,921 | |||||||||||||||
Paul G. Matsen | 11/17/2004 | 313,400 | 0.4 | % | $ | 7.01 | 11/17/2010 | $ | 1,220,983 | |||||||||||||||
Joseph C. Kolshak | 11/17/2004 | 313,400 | 0.4 | % | $ | 7.01 | 11/17/2010 | $ | 1,220,983 | |||||||||||||||
Gregory L. Riggs | 11/17/2004 | 313,400 | 0.4 | % | $ | 7.01 | 11/17/2010 | $ | 1,220,983 | |||||||||||||||
Vicki B. Escarra | N/A | 0 | 0 | % | N/A | N/A | N/A |
(1) | The exercise price is the closing price of the Common Stock on the New York Stock Exchange on the grant date. Subject to certain exceptions, the stock options become exercisable in three equal installments on the first, second and third anniversaries of the grant date. |
(2) | The hypothetical grant date present value was determined using the Black-Scholes option pricing model and, consistent with Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” includes the following assumptions: |
Date Options Granted | ||||||||||||||||||
11/17/2004 Become | Expected | Interest | Volatility | Dividend | ||||||||||||||
Exercisable | Option Term | Rate(%)(a) | Rate(%)(b) | Yield(%)(c) | ||||||||||||||
11/17/2005 | 4 years | 3.24 | % | 68% | 0% | |||||||||||||
11/17/2006 | 5 years | 3.49 | % | 62% | 0% | |||||||||||||
11/17/2007 | 6 years | 3.70 | % | 58% | 0% |
(a) | The interest rate represents the interest rate on a U.S. Treasury security on the grant date with a maturity date corresponding to the expected option term. | |
(b) | The volatility rate is calculated using monthly Common Stock closing price and dividend information for the period equal to the expected option term that ended on the grant date. | |
(c) | Delta is not currently paying dividends on the Common Stock, and does not expect to resume paying dividends in the near future. Thus, the dividend yield is 0%. |
25
Table of Contents
Number of Securities | Value of Unexercised In-the- | |||||||||||||||||||||||
Underlying Unexercised | Money Options/SARs | |||||||||||||||||||||||
Shares | Options/SARs at FY-End(#) | at FY-End($)(1) | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Name | Exercise(#) | Realized($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Gerald Grinstein(2) | 0 | $ | 0 | 10,345 | 2,515 | $ | 0 | $ | 0 | |||||||||||||||
James M. Whitehurst | 0 | $ | 0 | 67,634 | 340,134 | $ | 0 | $ | 139,449 | |||||||||||||||
Paul G. Matsen | 0 | $ | 0 | 59,566 | 356,169 | $ | 0 | $ | 147,298 | |||||||||||||||
Joseph C. Kolshak | 0 | $ | 0 | 38,735 | 330,267 | $ | 0 | $ | 147,298 | |||||||||||||||
Gregory L. Riggs | 0 | $ | 0 | 35,850 | 338,952 | $ | 0 | $ | 147,298 | |||||||||||||||
Vicki B. Escarra | 0 | $ | 0 | 444,058 | 0 | $ | 0 | N/A |
(1) | The value of unexercised in-the-money stock options and stock appreciation rights at December 31, 2004 is based on the excess, if any, of the $7.48 closing price of the Common Stock on the NYSE on December 31, 2004 over the option/SAR exercise price. |
(2) | The stock options shown for Mr. Grinstein were granted to him between 1998 and 2002 for serving as a non-employee member of Delta’s Board of Directors. All non-employee members of the Board of Directors during this period received identical stock option awards. |
26
Table of Contents
Final Average | 10 Years of | 15 Years of | 20 Years of | 25 Years of | 30 or More | |||||||||||||||||
Earnings | Service | Service | Service | Service | Years of Service | |||||||||||||||||
$ | 400,000 | $ | 80,000 | $ | 120,000 | $ | 160,000 | $ | 200,000 | $ | 240,000 | |||||||||||
800,000 | 160,000 | 240,000 | 320,000 | 400,000 | 480,000 | |||||||||||||||||
1,200,000 | 240,000 | 360,000 | 480,000 | 600,000 | 720,000 | |||||||||||||||||
1,600,000 | 320,000 | 480,000 | 640,000 | 800,000 | 960,000 |
27
Table of Contents
28
Table of Contents
29
Table of Contents
(b) | (c) | |||||||||||
(a) | Weighted-Average | No. of Securities Remaining | ||||||||||
No. of Securities | Exercise Price of | Available for Future Issuance | ||||||||||
to be Issued Upon | Outstanding | Under Equity Compensation | ||||||||||
Exercise of Outstanding | Options, | Plans | ||||||||||
Options, | Warrants and | (Excluding Securities | ||||||||||
Plan Category | Warrants and Rights | Rights | Reflected in Column (a)) | |||||||||
Equity compensation plans approved by securities holders(1) | 43,599,703 | $ | 26.67 | 7,936,546 | (3) | |||||||
Equity compensation plans not approved by securities holders(2) | 62,332,745 | $ | 6.35 | 257,255 | ||||||||
Total | 105,932,448 | $ | 14.71 | 8,193,801 | (3) |
(1) | Includes (a) the 1996 broad-based pilot and non-pilot plans under which we granted stock options in 1996, 1997 and 1998; (b) the Delta 2000 Performance Compensation Plan, including a predecessor plan, an equity compensation plan for management; and (c) the Non-Employee Directors’ Stock Plan, an equity compensation plan for non-employee members of the Board of Directors. |
30
Table of Contents
(2) | In 1998, the Board of Directors adopted the Non-Employee Directors’ Stock Option Plan under which each non-employee director may receive an annual grant of stock options. A total of 250,000 shares of Common Stock may be issued under this plan. |
During the December 2004 quarter, we adopted, as part of the Shared Reward program, broad-based pilot and non-pilot stock option plans due to the substantial contributions made by employees to our out-of-court restructuring efforts. We did not seek shareowner approval to adopt these plans because the Audit Committee of our Board of Directors determined that the delay necessary in obtaining such approval would seriously jeopardize our financial viability. The NYSE accepted our reliance on this exception to its shareowner approval policy. A total of 62,340,000 shares of Common Stock may be issued under these plans. |
(3) | Includes 2,203,418 shares of Common Stock available for awards other than stock options under the Delta 2000 Performance Compensation Plan, including a predecessor plan, and 400,319 shares of Common Stock available for awards other than stock options under the Non-Employee Directors’ Stock Plan. |
(1) | Cumulative total return is defined as stock price appreciation plus dividends paid, assuming reinvestment of all such dividends. |
(2) | The Amex Airline Index (ticker symbol XAL) consists of AirTran Holdings, Alaska Air Group, AMR Corporation, Continental Airlines, Delta, ExpressJet Holdings, JetBlue Airways, Northwest Airlines, SkyWest and Southwest Airlines. |
31
Table of Contents
32
Table of Contents
Amount | ||||||||
Description of Fees | 2004 | 2003 | ||||||
Audit Fees(1) | $ | 4,748,203 | $ | 1,881,900 | ||||
Audit-Related Fees(2) | $ | 288,605 | $ | 392,815 | ||||
Tax Fees(3) | $ | 2,825,420 | $ | 1,839,167 | ||||
All Other Fees | $ | 0 | $ | 0 |
(1) | Principally includes fees related to an audit of management’s assessment of effectiveness of internal control over financial reporting as of December 31, 2004; audits of the financial statements of Delta and its subsidiaries, including the issuance of a new independent auditors’ report related to Delta’s consolidated financial statements as of and for the year ended December 31, 2003 to add an explanatory paragraph regarding the uncertainty about Delta’s ability to continue as a going concern; reviews of financial statements and disclosures in SEC filings; comfort letters and consents; and statutory audits for non-U.S. jurisdictions. |
(2) | Principally includes fees related to employee benefit plan audits; audit-related services pertaining to an airport construction project; and accounting consultations. |
(3) | Includes tax compliance and preparation fees of $2,816,920 and $1,369,541 in 2004 and 2003, respectively, principally related to amendments of Delta’s tax returns to seek refunds of certain taxes paid; property tax appeals; licensing and user training fees relating to tax compliance software; the review of Delta’s federal tax returns; assistance with tax return filings in foreign jurisdictions; expatriate tax return preparation and compliance (which was moved to another service provider during 2004); and assistance with tax return audits and administrative appeals in state, local, U.S. and foreign jurisdictions. |
Includes for 2004 tax consulting and advisory service fees of $8,500 related to the transition of executive tax return and financial planning services from the independent auditors to another service provider. | |
Includes for 2003 tax consulting and advisory services fees of $469,626, principally related to unemployment benefits and executive tax return preparation and financial planning services. |
33
Table of Contents
34
Table of Contents
“FOURTH: A. The total number of shares of capital stock which the corporation shall have authority to issue is Nine Hundred Twenty Million (920,000,000), of which Nine Hundred Million (900,000,000) shall be common stock of the par value of One Cent ($0.01) per share (hereinafter called the “common stock”), and Twenty Million (20,000,000) shall be preferred stock of the par value of One Dollar ($1.00) per share (hereinafter called the “preferred stock”).” |
35
Table of Contents
36
Table of Contents
• | Suspended indefinitely the payment of dividends on the ESOP Preferred Stock. Unpaid dividends on the ESOP Preferred Stock will accrue without interest, until paid, at a rate of $4.32 per share per year. | |
• | Changed the form of payment Delta uses to redeem shares of ESOP Preferred Stock when redemptions are required under the Savings Plan. For the indefinite future, Delta will pay the redemption price of the ESOP Preferred Stock in shares of Common Stock rather than in cash. |
37
Table of Contents
(1) | Discrimination based on sexual orientation and gender identity will be prohibited in the company’s employment policy statement. | |
(2) | The non-discrimination policy will be distributed to all employees. | |
(3) | There shall be no discrimination based on any employee’s actual or perceived health condition, status or disability. | |
(4) | There shall be no discrimination in the allocation of employee benefits on the basis of sexual orientation or gender identity. | |
(5) | Sexual orientation and gender identity issues will be included in corporate employee diversity and sensitivity programs. | |
(6) | There shall be no discrimination in the recognition of employee groups based on sexual orientation or gender identity. | |
(7) | Corporate advertising policy will avoid the use of negative stereotypes based on sexual orientation or gender identity. |
38
Table of Contents
(8) | There shall be no discrimination in corporate advertising and marketing policy based on sexual orientation or gender identity. | |
(9) | There shall be no discrimination in the sale of goods and services based on sexual orientation or gender identity; and |
(10) | There shall be no policy barring on corporate charitable contributions to groups and organizations based on sexual orientation. |
• | providing equal opportunity in the recruitment, hiring, job assignment, upgrading, and training of all persons without respect to sex or sexual orientation; | |
• | achieving full utilization and non-discriminatory treatment for all personnel; | |
• | prohibiting harassment of any nature in the workplace; | |
• | conducting business with firms, vendors, and contractors that have demonstrated policies consistent with Delta’s regarding equal opportunity; | |
• | encouraging employees to report discrimination or harassment by providing a variety of reporting methods, including an anonymous hotline, and consistently investigating and resolving reported incidents; and | |
• | monitoring compliance with applicable equal opportunity laws. |
39
Table of Contents
40
Table of Contents
41
Table of Contents
Delta | Southwest | |||||||
CEO Salary | $795,000 | $ | 305,241 | |||||
Bonus | $1.4 million | $ | 187,000 | |||||
Bankruptcy pension trust | $8.24 million | $ | 0 | |||||
4 other Top Executives Bonuses | $3.4 million | $ | 786,000 | |||||
Bonuses for Execs who stayed through 2004 | Up to 300% of salary | NONE | ||||||
Bankruptcy-proof Pension Trust for top execs | 33 execs — $25.5 million | NONE |
Delta | Southwest | |||||||
Profit | $(–1.3 billion) | $ | 241 million | |||||
Employee cuts | over 16,000 | 0 | ||||||
Executives | over 60 | less than 30 | ||||||
Stock Performance | down 58% | down 23% |
42
Table of Contents
43
Table of Contents
44
Table of Contents
• | participants who were employed by Delta through December 31, 2003 would be paid 33% of their retention award opportunities in early 2004 (“First Payment”); | |
• | participants who were employed by Delta through December 31, 2004 would be paid the remaining 67% of their retention award opportunities in early 2005 (“Second Payment”); and | |
• | if Delta’s EBITDAR Margin for the two-year period that began January 1, 2002 and ended December 31, 2003 was at or above the median of a designated airline peer group, the Second Payment would be accelerated to early 2004 for participants who were employed by Delta through December 31, 2003. |
45
Table of Contents
46
Table of Contents
47
Table of Contents
48
Table of Contents
49
Table of Contents
Corporate Secretary Delta Air Lines, Inc. Dept. No. 981 Post Office Box 20574 Atlanta, Georgia 30320 |
• | providing written notice that is received by Delta’s Corporate Secretary between January 19, 2006 and February 17, 2006 (subject to adjustment if the date of the 2006 annual meeting is substantially moved, as provided in Section 3.1 of the By-Laws); and | |
• | supplying the additional information listed in Section 3.1 and, for nominations for directors, Section 4.2 of Delta’s By-Laws. |
50
Table of Contents
(a) | the director is, or has been within the last three years, employed by Delta or any of its direct or indirect subsidiaries in the consolidated group with Delta (“Subsidiaries”); | |
(b) | an immediate family member of the director is, or has been within the last three years, an executive officer of Delta; | |
(c) | the director, or an immediate family member of the director, is a current partner of a firm that is Delta’s internal or external auditor; | |
(d) | the director is currently employed by Delta’s internal or external auditor; | |
(e) | an immediate family member of a director is a current employee of Delta’s internal or external auditor and participates in the audit, assurance or tax compliance (but not tax planning) practice of Delta’s internal or external auditor; | |
(f) | the director, or an immediate family member of the director, was within the last three years (but is no longer), a partner or employee of Delta’s internal or external auditor and personally worked on Delta’s audit within that time; | |
(g) | the director, or an immediate family member of the director, is, or has been within the last three years, employed as an executive officer of another company where any of Delta’s present executive officers at the same time serves or served on that company’s compensation committee; | |
(h) | the director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, Delta and its Subsidiaries for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues(1); | |
(i) | the director, or an immediate family member of the director, is an executive officer of a company which is indebted to Delta or one of its Subsidiaries, or to which Delta or one of its Subsidiaries is indebted, in any of the last three fiscal years, and the total amount |
(1) | In applying the test, both the payments and the consolidated gross revenues to be measured are those reported in the last completed fiscal year. The look back provision for this test applies solely to the financial relationship between Delta and its Subsidiaries and the director’s or his or her immediate family member’s current employer, not former employer. Contributions to tax exempt organizations will not be considered “payments” for purposes of this paragraph. |
A-1
Table of Contents
A-2
Table of Contents
Table of Contents
Table of Contents
You may submit your proxy or voting instructions, as applicable, using the Internet, telephone or U.S. mail. | ||
1030 DELTA BLVD. DEPARTMENT 829 ATLANTA, GA 30320 | To use the Internet, go to www.proxyvote.com. To use the telephone, use a touch-tone telephone and call 1-800-690-6903. Have your proxy/voting instruction card in hand when you access the website or call and follow the instructions. | |
If you mail your proxy/voting instruction card, mark, sign and date your card and return it in the postage-paid envelope, or send it to: For registered shareowners - Delta Air Lines, Inc. c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. For Delta Family-Care Savings Plan participants - Fidelity Management Trust Company c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. | ||
VOTING DEADLINES — DELTA FAMILY-CARE SAVINGS PLAN PARTICIPANTS: To submit your instructions using the Internet or telephone, you must do so before 5:00 PM Eastern Daylight Time on May 17, 2005. If you mail your proxy/voting instruction card, the Trustee must receive it by that time. | ||
REGISTERED SHAREOWNERS:To vote by Internet or telephone, you must do so by 11:59 PM Eastern Daylight Time on May 18, 2005. If you vote by mail, your proxy/voting instruction card must be received by 11:59 PM Eastern Daylight Time on May 18, 2005. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x
DELTA AIR LINES, INC. | ||||||||||||
DELTA’S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES. | ||||||||||||
Withhold | ||||||||||||
1. | Election of Nominees for Director | For | Vote For | For All | Write the number of the nominee(s) for | |||||||
1. Edward H. Budd 2. David R. Goode 3. Gerald Grinstein 4. Arthur E. Johnson 5. Karl J. Krapek | 6. Paula Rosput Reynolds 7. John F. Smith, Jr. 8. Joan E. Spero 9. Kenneth B. Woodrow | All | All | Except | whom you withhold authority on the line below. | |||||||
o | o | o | ||||||||||
DELTA’S BOARD OF DIRECTORS RECOMMENDS | DELTA’S BOARD OF DIRECTORS RECOMMENDS | |||||||||||||||||||
A VOTE FOR PROPOSAL 2. | For | Against | Abstain | A VOTE AGAINST PROPOSALS 4, 5, 6, 7, 8 | For | Against | Abstain | |||||||||||||
AND 9, WHICH WERE SUBMITTED BY SHAREOWNERS. | ||||||||||||||||||||
2. | To ratify the appointment of Deloitte & Touche | |||||||||||||||||||
LLP as independent auditors for the year | ||||||||||||||||||||
ending December 31, 2005. | o | o | o | 4. | Shareowner Proposal Regarding Sexual Orientation and Gender Identity Policies | o | o | o | ||||||||||||
DELTA’S BOARD OF DIRECTORS RECOMMENDS | 5. | Shareowner Proposal Regarding | ||||||||||||||||||
A VOTEFOR PROPOSAL 3. | For | Against | Abstain | Compensation or Benefit Increases for Executives | o | o | o | |||||||||||||
3. | Amendment to the Certificate of Incorporation | o | o | o | 6. | Shareowner Proposal Regarding Delta’s Executive Compensation Structure | o | o | o | |||||||||||
7. | Shareowner Proposal Regarding Compensation of Former Delta Executives | o | o | o | ||||||||||||||||
For comments, please check the box and write them on the back | ||||||||||||||||||||
where indicated. | o | 8. | Shareowner Proposal Regarding Cumulative Voting in the Election of Directors | o | o | o | ||||||||||||||
Yes | No | |||||||||||||||||||
Please indicate if you plan to attend the meeting | o | o | 9. | Shareowner Proposal Regarding Director Election Threshold | o | o | o | |||||||||||||
Please sign exactly as your name(s) appears on the proxy/voting instruction card. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer. | ||||||||||||||||||||
Signature (PLEASE SIGN WITHIN BOX) | Date | Signature (Joint Owners) | Date |
Table of Contents
ADMISSION TICKET
2005 Annual Meeting of Shareowners
May 19, 2005 at 9:00 a.m. at
The Georgia International Convention Center, 200 Convention Center Concourse, College Park, GA 30337
This admission ticket is required to attend the meeting. This ticket admits only the shareowner(s) listed on the reverse side. Each shareowner may be asked to present valid picture identification, such as a driver’s license. Cameras, recording devices and other electronic devices will not be permitted at the meeting.
If you submit your proxy or instructions by telephone or Internet, do not return your Proxy/Voting Instruction Card.
Thank you for voting.
THIS PROXY/VOTING INSTRUCTION CARD IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF DELTA AIR LINES, INC.
I hereby appoint Edward H. Budd, Gerald Grinstein and John F. Smith, Jr., and each of them, as proxies with full power of substitution, for and in my name, to vote all shares of Common Stock of Delta Air Lines, Inc. owned by me which I would be entitled to personally vote on all matters which may properly come before the 2005 Annual Meeting of Shareowners of Delta to be held at The Georgia International Convention Center, 200 Convention Center Concourse, College Park, GA 30337, on Thursday, May 19, 2005 at 9:00 a.m., local time, or any adjournment of the meeting.
The proxies shall vote subject to the directions indicated on the reverse side of this Proxy/Voting Instruction Card, and the proxies are authorized to vote in their discretion upon other business as may properly come before the Annual Meeting or any adjournment of the meeting. The proxies will vote as the Board of Directors recommends where a choice is not specified. The proxies cannot vote these shares unless you sign, date and return this Proxy/Voting Instruction Card or vote by the Internet or telephone.
If I am a participant in the Delta Family-Care Savings Plan (Savings Plan), I hereby instruct Fidelity Management Trust Company, as Trustee (Trustee), to vote the shares of Delta’s Series B ESOP Convertible Preferred Stock and Common Stock attributable to my Savings Plan account at the Annual Meeting, as indicated on the reverse side of this card. These instructions shall be confidential. I understand that Delta’s Proxy Statement describes how the Trustee will vote (1) shares attributable to the Savings Plan account if the Trustee does not receive voting instructions from me before 5:00 p.m. EDT on May 17, 2005; and (2) shares of Delta’s Series B ESOP Convertible Preferred Stock not allocated to any participant’s Savings Plan account on the March 25, 2005 record date for the Annual Meeting.
I acknowledge receipt of Delta’s Notice of Annual Meeting of Shareowners, dated April 18, 2005, Proxy Statement and 2004 Annual Report.
Comments:
Table of Contents
To mail your voting instruction card, mark, sign and date your card and return it in the postage-paid envelope, or send it to: Atlantic Southeast Airlines, Inc. Investment Savings Plan participants - JPMorgan Chase, Trustee c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. | ||
1030 DELTA BLVD. DEPARTMENT 829 ATLANTA, GA 30320 | VOTING DEADLINE - Your voting instruction card must be received by 5:00 pm Eastern Daylight Time on May 17, 2005. | |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x
DELTA AIR LINES, INC. | |||||||||||||
DELTA’S BOARD OF DIRECTORS RECOMMENDS A VOTEFOR ALL NOMINEES. | |||||||||||||
For All | Withhold Vote For ALL | For All Except | Write the number of the nominees(s) for whom you withhold authority on the line below. | ||||||||||
1. | Election of Nominees for Director | ||||||||||||
1-Edward H. Budd 2-David R. Goode 3-Gerald Grinstein 4-Arthur E. Johnson 5-Karl J. Krapek | 6-Paula Rosput Reynolds 7-John F. Smith, Jr. 8-Joan E. Spero 9-Kenneth B. Woodrow | o | o | o |
DELTA’S BOARD OF DIRECTORS RECOMMENDS | DELTA’S BOARD OF DIRECTORS RECOMMENDS | |||||||||||||||||||||||
A VOTEFOR PROPOSAL 2. | For | Against | Abstain | A VOTEAGAINST PROPOSALS 4, 5, 6, 7, 8 | For | Against | Abstain | |||||||||||||||||
AND 9, WHICH WERE SUBMITTED BY SHAREOWNERS. | ||||||||||||||||||||||||
2. | To ratify the appointment of Deloitte & Touche | |||||||||||||||||||||||
LLP as Delta‘s independent auditors for the year ending December 31, 2005. | o | o | o | 4. | Shareowner Proposal Regarding Sexual Orientation and Gender Identity Policies | o | o | o | ||||||||||||||||
DELTA’S BOARD OF DIRECTORS RECOMMENDS | ||||||||||||||||||||||||
A VOTEFOR PROPOSAL 3. | For | Against | Abstain | |||||||||||||||||||||
3. | Amendment to the Certificate | |||||||||||||||||||||||
of Incorporation | o | o | o | 5. | Shareowner Proposal Regarding Compensation or Benefit Increases for Executives | o | o | o | ||||||||||||||||
6. | Shareowner Proposal Regarding Delta’s | |||||||||||||||||||||||
Executive Compensation Structure | o | o | o | |||||||||||||||||||||
7. | Shareowner Proposal Regarding Compensation of Former | |||||||||||||||||||||||
Delta Executives | o | o | o | |||||||||||||||||||||
For comments, please check the box and write them o | 8. | Shareowner Proposal Regarding | ||||||||||||||||||||||
on the back where indicated. | Cumulative Voting in the Election of Directors | o | o | o | ||||||||||||||||||||
Yes | No | 9. | Shareowner Proposal Regarding Director Election Threshold | o | o | o | ||||||||||||||||||
Please indicate if you plan to attend the meeting. | o | o |
Please sign exactly as your name(s) appears on the voting instruction card. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer. | ||||||||||||||||||||||||
Signature (PLEASE SIGN WITHIN BOX) | Date | Signature (JOINT OWNERS) | Date |
Table of Contents
ADMISSION TICKET
2005 Annual Meeting of Shareowners
May 19, 2005 at 9:00 a.m. at
The Georgia International Convention Center, 200 Convention Center Concourse, College Park, GA 30337
This admission ticket is required to attend the meeting. This ticket admits only the shareowner(s) listed on the reverse side. Each shareowner may be asked to present valid picture identification, such as a driver’s license. Cameras, recording devices and other electronic devices will not be permitted at the meeting.
Thank you for submitting your voting instructions.
VOTING INSTRUCTION CARD
This voting instruction card is requested by JPMorgan Chase, as Trustee (“Trustee”) of the Atlantic Southeast Airlines, Inc. Investment Savings Plan (“Savings Plan”), in conjunction with a proxy solicitation by the Board of Directors of Delta Air Lines, Inc. Please read the enclosed Proxy Statement and the 2004 Annual Report for more information regarding the 2005 Annual Meeting of the Shareowners of Delta Air Lines, Inc. to be held on May 19, 2005 (“Annual Meeting”).
I am a participant in the Savings Plan. I hereby instruct the Trustee to vote, in person or by proxy, at the Annual Meeting to be held on May 19, 2005, or any adjournment of the meeting, all shares of Common Stock of Delta Air Lines, attributable to my Savings Plan account, as indicated on the reverse side of this voting instruction card. These instructions shall be confidential.
The Trustee shall vote such shares in accordance with the directions indicated on the reverse side of this voting instruction card. If the Trustee does not receive your voting instructions before 5:00 p.m. EDT on May 17, 2005, such shares will be voted by the Trustee in the same proportion as the votes cast on shares in the Savings Plan for which the Trustee did receive voting instructions.
I acknowledge receipt of Delta’s Notice of Annual Meeting of Shareowners, dated April 18, 2005, Proxy Statement and 2004 Annual Report.
Comments:
Table of Contents
THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED. | Please Mark Here for Address Change or Comments |
DELTA’S BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR ALL NOMINEES.
1. | Election of Nominees for Director | |||
01 Edward H. Budd, 02 David R. Goode, 03 Gerald Grinstein, 04 Arthur E. Johnson, 05 Karl J. Krapek, 06 Paula Rosput Reynolds 07 John F. Smith, Jr., 08 Joan E. Spero, 09 Kenneth B. Woodrow |
For All | Withhold vote for All | For All Except | ||
Write the number of the nominee(s) for which you withhold authority on the line below.
DELTA’S BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR PROPOSAL 2.
FOR | AGAINST | ABSTAIN |
2. | To ratify the appointment of Deloitte & Touche LLP as Delta’s independent auditors for the year ending December 31, 2005. |
DELTA’S BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR PROPOSAL 3.
FOR | AGAINST | ABSTAIN |
3. | Amendment to the Certificate of Incorporation |
YES | NO |
Please indicate if you plan to attend this meeting. |
DELTA’S BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST PROPOSALS 4, 5, 6, 7, 8 AND 9, WHICH WERE
SUBMITTED BY SHAREOWNERS.
FOR | AGAINST | ABSTAIN |
4. | Shareowner Proposal Regarding Sexual Orientation and Gender Identity Policies |
FOR | AGAINST | ABSTAIN |
5. | Shareowner Proposal Regarding Compensation or Benefit Increases for Executives |
FOR | AGAINST | ABSTAIN |
6. | Shareowner Proposal Regarding Delta’s Executive Compensation Structure |
FOR | AGAINST | ABSTAIN |
7. | Shareowner Proposal Regarding Compensation of Former Delta Executives |
FOR | AGAINST | ABSTAIN |
8. | Shareowner Proposal Regarding Cumulative Voting in the Election of Directors |
FOR | AGAINST | ABSTAIN |
9. | Shareowner Proposal Regarding Director Election Threshold |
Signature: | Date: | Signature: | Date: | |||||||||||
Vote by Internet or Telephone or Mail
Internet and telephone voting is available through 11:59 PM Eastern Daylight Time on May 16, 2005.
Voting instruction cards sent by mail must be received by the Trustee before 5:00 p.m. Eastern Daylight Time on May 16, 2005.
Your Internet or telephone vote authorizes the Trustee to vote your shares in the same manner
as if you marked, signed and returned your voting instructions card.
Internet http://www.proxyvoting.com/delta Use the Internet to vote. Have your voting instruction card in hand when you access the web site. | OR | Telephone 1-866-540-5760 Use any touch-tone telephone to vote. Have your voting instruction in hand when you call. | OR | Mail Mark, sign and date your voting instruction card and return it in the enclosed postage-paid envelope to The Dreyfus Trust Company, P.O. Box 3658 Hackensack, NJ 07606-9358 |
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your voting instruction card.
You can view the 2004 Annual Report and Proxy Statement
on the internet at www.delta.com/investors/annual_reports/index.jsp
Table of Contents
VOTING INSTRUCTION CARD
proxy solicitation by the
Board of Directors of Delta Air Lines, Inc.
I acknowledge receipt of Delta’s Notice of Annual meeting, dated April 18, 2005, Proxy Statement
and 2004 Annual Report.
CONFIDENTIAL VOTING INSTRUCTION CARD
I hereby instruct The Dreyfus Trust Company, as Trustee (“Trustee”) of the Comair, Inc. Savings and Investment Plan (“Plan”), to vote in person or by proxy, at the Annual Meeting of the Shareowners of Delta Air Lines, Inc. to be held on May 19, 2005 or any adjournment of the meeting, all shares of Common Stock of Delta Air Lines, Inc. held in the Plan for which I shall be entitled to instruct, in the manner specified on the reverse side.
The Trustee will vote such shares of Common Stock if you sign, date and return this voting instruction card or submit voting instructions by the Internet or telephone. Please note that if you do not submit voting instructions by using the Internet, telephone or U.S. mail in accordance with the deadlines on the reverse side of this voting instruction card, shares allocated to your plan account will not be voted.
The Trustee makes no recommendation regarding any voting instructions.
(Continued and to be signed on the other side)
ADMISSION TICKET
2005 Annual Meeting of Shareowners
May 19, 2005 at 9:00 a.m. at
The Georgia International Convention Center, 200 Convention Center Concourse, College Park, GA 30337
This admission ticket is required to attend the meeting. This ticket admits only the shareowner(s) listed on the reverse side. Each shareowner may be asked to present valid picture identification, such as a driver’s license. Cameras, recording devices and other electronic devices will not be permitted at the meeting.
If you submit your instructions by telephone or Internet, do not return your Voting Instruction Card.
Thank you for submitting your voting instructions.