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): October 26, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 26, 2020, SkyWest, Inc. (“SkyWest”) announced that Michael B. Thompson, Chief Operating Officer of SkyWest Airlines, Inc., has retired effective October 26, 2020. In connection with his retirement, Mr. Thompson is eligible to receive the following benefits pursuant to a severance and release agreement with SkyWest, subject to his execution of a general release of claims in favor of SkyWest and his compliance with certain restrictive covenants following his retirement: (1) approximately $1.95 million, payable in equal installments over a 24 month period following his date of retirement, consisting of two years’ base salary, cash payout of his 2020 annual bonus pursuant to previously established performance targets and cash payout of his 2018 and 2019 restricted stock units and performance shares; and (2) paid health insurance coverage for 24 months or until his subsequent approved re-employment.
The foregoing description of Mr. Thompson’s severance and release agreement does not purport to be complete and is qualified in its entirety by the full text of the severance and release agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) 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: October 26, 2020 | By | /s/ Robert J. Simmons |
| | |
| | Robert J. Simmons, Chief Financial Officer |
