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): February 14, 2020
SKYWEST, INC.
(Exact name of registrant as specified in its charter)
| Utah | | 0-14719 | | 87-0292166 |
| (State or other jurisdiction of | | (Commission | | (I.R.S. Employer |
| incorporation or organization) | | File Number) | | Identification No.) |
444 South River Road
St. George, Utah | | 84790 |
| (Address of principal executive offices) | | (Zip Code) |
(435) 634-3000
(Registrant’s telephone number, including area code)
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:
¨ 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 | | Trading Symbol(s) | | Name of Each Exchange on which Registered |
| Common Stock, No Par Value | | SKYW | | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (section 240.12b-2 of this chapter).
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. ¨
ITEM 5.04—TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS
SkyWest, Inc. (the “Company”) has elected to change the recordkeeper and trustee for the SkyWest, Inc. Employees’ Retirement Plan (the “Plan”). As a result of this change, there will be a blackout period in which Plan participants and beneficiaries temporarily will be unable to obtain a loan or distribution or direct or diversify their Plan investments, including investments in the Company’s common stock held in the Plan. This period of restriction is necessary in order to transfer Plan account information and Plan assets from Wells Fargo Bank, N.A. to Charles Schwab Trust Bank, the new recordkeeper and trustee. The blackout period is expected to begin at 4:00 p.m. Eastern time on March 17, 2020, and end during the week of April 19, 2020 (the “Blackout Period”).
On February 14, 2020, the plan administrator distributed a notice to Plan participants and beneficiaries regarding the Blackout Period (the “ERISA Blackout Period Notice”), as required by Section 101(i)(2)(B) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Company was deemed to receive the issuer notice required by Section 101(i)(2)(E) of ERISA on February 14, 2020, the date that the ERISA Blackout Period Notice was distributed.
On February 17, 2020, the Company sent a notice regarding the Blackout Period (the “Director and Officer Blackout Period Notice” and together with the ERISA Blackout Period Notice, the “Notices”) to its directors and Section 16 officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR of the Securities Exchange Act of 1934, as amended, notifying them of the Blackout Period and the restrictions on trading in the Company’s securities that apply to them during the Blackout Period.
The foregoing description of the Notices does not purport to be complete and is qualified in its entirety by reference to the complete text of the Notices, which are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. During the Blackout Period and for a period of two years after the ending date of the Blackout Period, security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period and other information regarding the Blackout Period by contacting SkyWest’s Director, Risk and Benefits, by telephone at (435) 634-3222, or in writing, at bhiggins@skywest.com or 444 South River Road, St. George, Utah 84790-2086.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | SKYWEST, INC. |
| | |
| Date: February 20, 2020 | By | /s/ Eric J. Woodward |
| | Eric J. Woodward, Chief Accounting Officer |
