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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 10, 2020
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:
(817) 963-1234
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:
☐
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
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 2020 Annual Meeting of Stockholders of American Airlines Group Inc. (the “Company”) held on June 10, 2020 (the “2020 Annual Meeting”), 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 28, 2020 (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
James F. Albaugh
 
165,948,259

 
4,253,077

 
1,022,118

 
164,914,612

Jeffrey D. Benjamin
 
166,153,791

 
4,055,098

 
1,014,565

 
164,914,612

John T. Cahill
 
167,054,211

 
3,140,828

 
1,028,415

 
164,914,612

Michael J. Embler
 
167,435,077

 
2,757,199

 
1,031,178

 
164,914,612

Matthew J. Hart
 
167,371,919

 
2,854,709

 
996,826

 
164,914,612

Susan D. Kronick
 
166,208,219

 
4,055,225

 
960,010

 
164,914,612

Martin H. Nesbitt
 
167,272,587

 
2,933,966

 
1,016,901

 
164,914,612

Denise M. O'Leary
 
163,983,911

 
6,247,230

 
992,313

 
164,914,612

W. Douglas Parker
 
166,033,676

 
4,251,239

 
938,539

 
164,914,612

Ray M. Robinson
 
155,489,639

 
14,716,859

 
1,016,956

 
164,914,612

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, 2020.
For
 
Against
 
Abstain
324,353,029
 
8,672,844
 
3,112,193
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
149,484,292
 
20,382,652
 
1,356,510
 
164,914,612
Proposal 4: Stockholder Proposal to Provide a Report on Political Contributions and Expenditures.
The stockholder proposal that the Company provide a report disclosing the Company’s political contributions and expenditures was not approved.
For
 
Against
 
Abstain
 
Broker Non-Votes
59,340,021
 
110,713,834
 
1,169,599
 
164,914,612




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.
 
 
 
 
 
AMERICAN AIRLINES GROUP INC.
 
 
 
Date: June 10, 2020
By:
 
/s/ Stephen L. Johnson
 
 
 
Stephen L. Johnson
 
 
 
Executive Vice President, Corporate Affairs