UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 6, 2021
(Date of earliest event reported)
ALASKA AIR GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| | | | | | | | |
| 1-8957 | | 91-1292054 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | | | | | | | |
| 19300 International Boulevard | Seattle | Washington | | 98188 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(206) 392-5040
(Registrant's Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Ticker Symbol | Name of each exchange on which registered |
| Common stock, $0.01 par value | ALK | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
☐ Emerging growth company
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. ☐
This document is also available on our website at http://investor.alaskaair.com.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements with Certain Officers.
The Board of Directors of Alaska Air Group, Inc. (the “Company”) previously approved amendments to the Alaska Air Group, Inc. 2016 Performance Incentive Plan (the “2016 Plan”), subject to approval by the Company’s stockholders, to (1) increase the maximum number of shares of the Company’s common stock that may be issued pursuant to awards under the 2016 Plan by an additional 2,700,000 shares, (2) extend the term in which the Company may grant new awards under the 2016 Plan through March 17, 2031, (3) modify the 2016 Plan’s share-counting rules so that shares subject to all types of awards under the plan will count on a one-for-one basis against the plan’s share limit, and (4) in light of recent changes in tax law, remove certain provisions of the 2016 Plan that had provided flexibility for the Company to grant awards intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code. At the Company’s annual meeting of stockholders held on May 6, 2021, the Company’s stockholders approved these amendments.
The preceding summary is qualified in its entirety by reference to the text of the amended and restated 2016 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
(a) Alaska Air Group, Inc.'s (the "Company") Annual Meeting of Stockholders was held on May 6, 2021.
(b) At the Annual Meeting, all 13 director nominees were elected for one-year terms expiring on the date of the Annual Meeting in 2022. The results of the voting with respect to the election of directors were as follows:
Proposal 1. Election of nominees for the Board of Directors:
| | | | | | | | | | | | | | | | | | | | | | | |
| Board Nominees | For | | Against | | Abstain | | Broker Non Votes |
| Patricia M. Bedient | 84,328,499 | | | 2,898,749 | | | 112,824 | | | 16,376,747 | |
| James A. Beer | 86,496,197 | | | 709,571 | | | 134,304 | | | 16,376,747 | |
| Raymond L. Conner | 85,984,378 | | | 1,220,654 | | | 135,040 | | | 16,376,747 | |
| Daniel K. Elwell | 86,805,465 | | | 399,817 | | | 134,790 | | | 16,376,747 | |
| Dhiren R. Fonseca | 86,675,922 | | | 529,672 | | | 134,478 | | | 16,376,747 | |
| Kathleen T. Hogan | 86,320,628 | | | 906,513 | | | 112,931 | | | 16,376,747 | |
| Jesse J. Knight, Jr. | 83,400,272 | | | 3,802,168 | | | 137,632 | | | 16,376,747 | |
| Susan J. Li | 86,688,277 | | | 542,759 | | | 109,036 | | | 16,376,747 | |
| Benito Minicucci | 86,787,025 | | | 434,352 | | | 118,695 | | | 16,376,747 | |
| Helvi K. Sandvik | 86,408,143 | | | 804,518 | | | 127,411 | | | 16,376,747 | |
| J. Kenneth Thompson | 79,296,450 | | | 7,912,191 | | | 131,431 | | | 16,376,747 | |
| Bradley D. Tilden | 85,183,502 | | | 1,199,211 | | | 957,359 | | | 16,376,747 | |
| Eric K. Yeaman | 86,433,997 | | | 764,553 | | | 141,522 | | | 16,376,747 | |
The results of voting on Proposals 2 through 4 were as follows:
Proposal 2. A board proposal seeking an advisory vote to approve the compensation of the Company’s Named Executive Officers:
| | | | | |
| Number of Votes |
| For | 81,420,479 | |
| Against | 5,678,592 | |
| Abstain | 241,001 | |
| Broker Non-votes | 16,376,747 | |
Proposal 3. A board proposal seeking ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for fiscal year 2021:
| | | | | |
| Number of Votes |
| For | 102,751,199 |
| Against | 796,132 |
| Abstain | 169,488 |
| Broker Non-votes | N/A |
Proposal 4. A board proposal seeking the amendment and restatement of the Company’s 2016 Performance Incentive Plan:
| | | | | |
| Number of Votes |
| For | 83,614,853 | |
| Against | 3,547,581 | |
| Abstain | 177,538 | |
| Broker Non-votes | 16,376,747 | |
ITEM 9.01 Financial Statements and Other Exhibits
(d) Exhibits. | | | | | | | | |
| | Alaska Air Group, Inc. 2016 Performance Incentive Plan |
| 104 | | Cover Page Interactive Data File - embedded within the Inline XBRL Document |
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 thereunto duly authorized.
ALASKA AIR GROUP, INC.
Registrant
Date: May 11, 2021
/s/ Kyle B. Levine
Kyle B. Levine
Senior Vice President, Legal, General Counsel and Corporate Secretary
