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 9, 2011
US AIRWAYS GROUP, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 1-8444 | | 54-1194634 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
111 West Rio Salado Parkway
Tempe, Arizona
| | 85281 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(480) 693-0800
| |
N/A
|
| (Former name or former address if changed since last report.) |
US AIRWAYS, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 1-8442 | | 53-0218143 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
111 West Rio Salado Parkway
Tempe, Arizona
| | 85281 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(480) 693-0800
| |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 5.07.
On June 9, 2011, US Airways Group, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) at which the stockholders of the Company voted on the following six proposals, each of which are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2011 (the “Proxy Statement”):
Proposal 1: Election of Directors.
The stockholders elected the following individuals to the Company’s Board of Directors:
| | | | | | | | | | | | | | | | | |
| Nominee | | For | | | Against | | | Abstain | | | Broker Non-votes | |
| W. Douglas Parker | | | 109,893,219 | | | | 3,085,008 | | | | 33,180 | | | | 33,634,598 | |
| Bruce R. Lakefield | | | 109,291,518 | | | | 3,695,888 | | | | 24,001 | | | | 33,634,598 | |
Proposal 2: Ratification of Appointment of the Independent Registered Public Accounting Firm.
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 145,848,574 | | 718,940 | | 78,491 | | 0 |
Proposal 3: Approval of the 2011 Incentive Award Plan.
The stockholders approved the Company’s 2011 Incentive Award Plan (the “2011 Plan”).
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 96,277,905 | | 15,088,840 | | 1,644,662 | | 33,634,598 |
Proposal 4: Advisory Vote Relating to Executive Compensation.
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 108,879,900 | | 3,688,572 | | 442,935 | | 33,634,598 |
Proposal 5: Advisory Vote Relating to Frequency of Executive Compensation Advisory Vote.
The stockholders recommended, on a non-binding advisory basis, that a stockholder advisory vote on the compensation paid to the Company’s named executive officers should occur every year.
| | | | | | | | | |
| 1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Votes |
| 100,206,961 | | 165,170 | | 12,144,682 | | 494,594 | | 33,634,598 |
Based on these results, the Company has decided to hold a stockholder advisory vote on the compensation of the Company’s 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 Company’s named executive officers is required to be held at least once every six years.
Proposal 6: Stockholder Proposal Relating to Cumulative Voting.
The stockholders did not approve the stockholder proposal relating to cumulative voting.
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 40,013,545 | | 71,576,073 | | 1,421,789 | | 33,634,598 |
Item 5.02.
As described above, at the Annual Meeting, the stockholders of the Company approved the 2011 Plan. A description of the 2011 Plan is set forth in the Proxy Statement under the heading “Proposal 3 — Approval of the 2011 Incentive Award Plan” on pages 14-20, and the full text of the 2011 Plan can be found attached as Exhibit A to the Proxy Statement, each of which is incorporated by reference herein.
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 hereunto duly authorized.
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| | US Airways Group, Inc.
| |
| Date: June 9, 2011 | By: | /s/ Stephen L. Johnson | |
| | | Name: | Stephen L. Johnson | |
| | | Title: | Executive Vice President -- Corporate and
Government Affairs | |
| |
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 hereunto duly authorized.
| | | | | |
| | US Airways, Inc.
| |
| Date: June 9, 2011 | By: | /s/ Stephen L. Johnson | |
| | | Name: | Stephen L. Johnson | |
| | | Title: | Executive Vice President -- Corporate and
Government Affairs | |
| |
