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8-KThe WireRoutine

Shareholder Vote

Filed Jun 5, 2024 · 2y ago · Accession 0000006201-24-000040

Plain English

Material event — a significant development the company must disclose promptly.

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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 5, 2024 AMERICAN AIRLINES GROUP INC. (Exact name of registrant as specified in its charter) Delaware   1-8400   75-1825172 (State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)   1 Skyview Drive, Fort Worth, Texas   76155 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: ( 682 ) 278-9000 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, $0.01 par value per share   AAL   The Nasdaq Global Select Market Preferred Stock Purchase Rights — (1) (1) Attached to the Common Stock Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 5.07. Submission of Matters to a Vote of Security Holders. At the 2024 Annual Meeting of Stockholders of American Airlines Group Inc. (the “Company” ), held on June 5, 2024, the stockholders of the Company voted on the following proposals, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2024 (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 Adriane M. Brown 300,358,749 7,813,839 1,843,375 135,658,511 John T. Cahill 301,156,391 6,941,028 1,918,544 135,658,511 Michael J. Embler 300,987,777 7,094,220 1,933,966 135,658,511 Matthew J. Hart 300,032,009 8,038,636 1,945,318 135,658,511 Robert D. Isom 300,884,566 7,298,770 1,832,626 135,658,511 Susan D. Kronick 297,282,992 10,887,865 1,845,106 135,658,511 Martin H. Nesbitt 270,222,397 37,916,243 1,877,323 135,658,511 Denise M. O’Leary 296,863,581 11,314,221 1,838,161 135,658,511 Vicente Reynal 294,704,212 13,403,701 1,908,049 135,658,511 Gregory D. Smith 299,011,620 9,122,461 1,881,882 135,658,511 Douglas M. Steenland 298,521,954 9,567,264 1,926,744 135,658,511 Proposal 2: Ratification of Appointment of 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, 2024. For Against Abstain 431,681,000 9,772,266 4,221,208 Proposal 3: Advisory Vote to Approve 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 235,024,622 50,820,106 24,171,235 135,658,511 Proposal 4: Approve an Amendment to the Certificate of Incorporation to Allow the Bylaws to be Amended by Simple Majority Vote. The stockholders did not approve the proposal that the Company amend its Certificate of Incorporation to allow future amendments to its Bylaws by simple majority vote of its stockholders. For Against Abstain Broker Non-Votes 300,997,604 7,376,263 1,642,095 135,658,511 Proposal 5: Approve an Amendment to the Certificate of Incorporation to Allow All Other Provisions of the Certificate of Incorporation to be Amended by Simple Majority Vote. The stockholders did not approve the proposal that the Company amend its Certificate of Incorporation to allow all other provisions of the Certificate of Incorporation to be amended in the future by simple majority vote of its stockholders. For Against Abstain Broker Non-Votes 300,690,579 7,648,708 1,676,675 135,658,511 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. A MERICAN A IRLINES G ROUP I NC . Date: June 5, 2024 By:   /s/ Priya R. Aiyar   Priya R. Aiyar   Corporate Secretary
Filing details
Ticker
AAL
CIK
6201
Form type
8-K
Filing date
Jun 5, 2024
Report date
Jun 5, 2024
Document
aal-20240605.htm
Size
224 KB