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): March 31, 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
As previously reported, 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 trustee, and Schwab Retirement Plan Services, Inc., the new recordkeeper. The blackout period is now expected to begin at 4:00 p.m. Eastern time on April 30, 2020, and end during the week of May 24, 2020 (the “Blackout Period”)
On March 31, 2020, the plan administrator distributed a new notice to Plan participants and beneficiaries (the “Updated 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 March 31, 2020, the date that the Updated ERISA Blackout Period Notice was distributed. The Updated ERISA Blackout Period Notice is an update to the previous notice that was sent to Plan participants and beneficiaries on February 14, 2020, as reported by the Company on its Current Report on Form 8-K filed on February 20, 2020.
On March 31, 2020, the Company sent a new notice regarding the Blackout Period (the “Updated Director and Officer Blackout Period Notice” and together with the Updated ERISA Blackout Period Notice, the “Updated 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 Updated Director and Officer Blackout Period Notice is an update to the previous notices that the Company sent to its directors and Section 16 officers on February 17, 2020 and March 17, 2020, as reported by the Company on its Current Reports on Form 8-K filed on February 20, 2020 and March 17, 2020, respectively.
The foregoing description of the Updated Notices does not purport to be complete and is qualified in its entirety by reference to the complete text of the Updated 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
|
Exhibit
Number |
Title of Document | |
| 99.1 | Notice from the SkyWest, Inc. Employees’ Retirement Plan | |
| 99.2 | Notice to SkyWest, Inc. Directors and Section 16 Officers | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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: March 31, 2020 | By | /s/ Eric J. Woodward | |
| Eric J. Woodward, Chief Accounting Officer | |||
Exhibit 99.1
UPDATE:
IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER THE SKYWEST, INC.
EMPLOYEES' RETIREMENT PLAN
| To: | All participants of the SkyWest, Inc. Employees' Retirement Plan |
| Date: | March 31, 2020 |
| Subject: | Transition from Wells Fargo to Schwab Retirement Plan Services, Inc. |
| 1. | This notice is an update to the previous notice provided in order to inform you that the SkyWest, Inc. Employees' Retirement Plan (the “Plan”) will be changing the recordkeeping services from Wells Fargo to Schwab Retirement Plan Services, Inc., effective May 15, 2020. The prior notice you received noted a transition date of April 1, 2020. |
| 2. | As a result of this change, you will temporarily be unable to obtain a loan or a distribution from the Plan, change existing investment elections, or request a fund transfer. This period, during which you will be unable to exercise these rights that may otherwise be available under the Plan, is called a “blackout period.” Whether or not you are planning retirement in the near future, you are encouraged to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan. |
| 3. | The blackout period for the Plan will begin at 4:00 p.m. ET on April 30, 2020, and end during the week of May 24, 2020. Detailed below are certain activities that will be temporarily suspended: |
April 30, 2020 by 4:00 p.m. ET is the deadline to:
| · | Submit a rollover check |
| · | Submit completed distribution or loan paperwork, in good order |
May 7, 2020 by 4:00 p.m. ET is the deadline to:
| · | Request a paperless distribution or loan |
May 8, 2020 by 4:00 p.m. ET is the deadline to:
| · | Change investment elections for future contributions |
| · | Request a contribution rate change |
| · | Request a fund transfer |
You may contact Wells Fargo prior to the blackout at www.wellsfargo.com or 1-800-728-3123.
During the blackout period you can determine whether the blackout period has started or ended by calling Schwab Retirement Plan Services, Inc. at 1-800-724-7526.
| 4. | During the blackout period, you will be unable to change your existing investment elections or request a fund transfer in your account. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to change your existing investment elections or request a fund transfer during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. |
| 5. | You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the blackout period, and you would not be able to direct the sale of such stocks from your account during the blackout period. |
| 6. | If any portion of your account in the Plan is invested in a “brokerage window” or a self-directed brokerage account (“SDBA”), the SDBA generally will be subject to the same limitations specified in paragraph 3, above. Because trading in the SDBA is at your discretion, the period during which your account is subject to these restrictions may be extended if you initiate a trade after April 30, 2020. If you have authorized someone else to direct the investments in your SDBA, it is your responsibility to notify him or her of the restrictions. |
If you have any questions concerning this notice, please contact Schwab Retirement Plan Services, Inc., who has been designated by the Plan administrator to answer your questions at: Schwab Retirement Plan Services, Inc., 4150 Kinross Lakes Parkway, Richfield, OH 44286, 800-724-7526
Schwab Retirement Plan Services, Inc. provides recordkeeping and related services with respect to retirement plans and has provided this communication to you as part of the recordkeeping services it provides to the Plan.
©2019 Schwab Retirement Plan Services, Inc. All rights reserved.
(0419-9XRV) LGL110635SKY-00 00243924 (03/20)
Exhibit 99.2
UPDATED
Important Notice Concerning Limitations on Your
Trading in SkyWest, Inc. Securities
During Special Blackout Period
March 31, 2020
| To: | Directors and Section 16 Officers of SkyWest, Inc. (“SkyWest”) |
| From: | Bryce Higgins |
| Subject: | UPDATED Notice of Blackout Trading Restriction Period (the “BTR Blackout Period”) |
Overview of BTR Blackout Period and Securities Subject to BTR Blackout Period
As you know, the original BTR Blackout Period was delayed due to market volatility. This updated notice describes the new BTR Blackout Period, which is the only material change from the prior notice.
This notice is to inform you of significant restrictions on your ability to deal in SkyWest common stock as well as derivative securities, such as stock options, during an upcoming “special” blackout period. As described more fully below, this BTR Blackout Period for SkyWest’s directors and executive officers is expected to commence at 4:00 p.m. Eastern time on April 30, 2020 and to end during the week of May 24, 2020. (These are new dates.) It is imposed on all directors and executive officers of SkyWest by the Sarbanes-Oxley Act of 2002 and U.S. Securities and Exchange Commission (“SEC”) Regulation Blackout Trading Restriction (“BTR”). This BTR Blackout Period is in addition to the customary trading blackout periods under SkyWest's insider trading policy preceding SkyWest earnings releases and other material non-public events. As more fully described below, during this BTR Blackout Period, you will generally be prohibited directly or indirectly from engaging in transactions involving SkyWest equity securities (including shares of SkyWest common stock, stock options and other derivatives).
We are obligated under the Sarbanes-Oxley Act to provide you with this notice, which contains specific information regarding the BTR Blackout Period. In addition, we are required to file this notice with the SEC as part of a Form 8-K. We will notify you of any changes that affect the dates of the BTR Blackout Period.
Reasons for BTR Blackout Period and 401(k) Plan Transactions to be Suspended
A blackout period is being imposed under the SkyWest, Inc. Employees’ Retirement Plan (the “401(k) Plan”) in connection with a change in the recordkeeper and trustee for the 401(k) Plan. During this period of restriction, participants and beneficiaries will be unable to obtain a loan or distribution or direct or diversify their 401(k) Plan investments, including investments in SkyWest common stock held in the 401(k) Plan. This period of restriction under the 401(k) Plan is necessary in order to transfer account information and 401(k) Plan assets from Wells Fargo Bank, N.A. to Charles Schwab Trust Bank, the new trustee, and Schwab Retirement Plan Services, Inc., the new recordkeeper.
Since the period of restriction on participants and beneficiaries under the 401(k) Plan will last for more than three business days, SkyWest's directors and Section 16 officers will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 for the duration of the BTR Blackout Period. The BTR Blackout Period is the same as this period of restriction period under the 401(k) Plan.
Length of BTR Blackout Period
The BTR Blackout Period is expected to begin at 4:00 p.m. Eastern time on April 30, 2020, and end during the week of May 24, 2020. We will notify you of any changes that affect the dates of the BTR Blackout Period. In addition, you may obtain information as to whether the BTR Blackout Period has begun or ended, without charge, by contacting Bryce Higgins at SkyWest, Inc., 444 South River Road, St. George, Utah 84790-2086. His telephone number is (435) 634-3222, and his email address is bhiggins@skywest.com.
Restrictions on Directors and Section 16 Officers During the BTR Blackout Period
Because participants and beneficiaries of the 401(k) Plan will be subject to the restrictions discussed above during the BTR Blackout Period, SkyWest's directors and Section 16 officers will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 for the duration of the BTR Blackout Period.
Generally, during the BTR Blackout Period, SkyWest's directors and Section 16 officers will be prohibited from directly or indirectly, purchasing, selling or otherwise acquiring or transferring, directly or indirectly, any equity security of SkyWest acquired in connection with their service as a director or an executive officer. “Equity securities” for this purpose are defined broadly to include stock options, restricted stock units and other derivative securities.
Transactions covered by this prohibition may also include:
| · | being awarded any “discretionary grant” of SkyWest common stock, including options, restricted stock units, or other equity securities; |
| · | exercising options, whether or not in combination with the sale of underlying shares of SkyWest common stock; |
| · | transferring an investment of SkyWest common stock in the 401(k) Plan; |
| · | liquidating a position in a security tied to the value of SkyWest common stock; and |
| · | enrolling in a plan or establishing or changing the deferral percentage in a plan that offers SkyWest common stock as an investment alternative. |
Please note the following:
| · | Prohibited transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household). |
| · | There are exemptions for certain transactions including gifts, acquisitions in formula plans and other non-discretionary “automatic” transactions. |
| · | Although you are permitted to engage in transactions involving SkyWest equity securities that were not acquired in connection with your service or employment as a director or officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements. Securities acquired “in connection with service as a director or employment as an executive officer” may include, among other things, securities acquired by you under a compensatory plan or contract (such as under a stock option or a restricted stock unit grant), as an inducement to your employment or joining the Board of Directors, in transactions between you and SkyWest, and as shares necessary for you to qualify as a director or to satisfy minimum ownership requirements or guidelines. |
| · | These restrictions apply regardless of whether you participate in the 401(k) Plan. |
These restrictions apply in addition to the customary trading blackout periods under SkyWest's insider trading policy preceding SkyWest earnings releases and other material non-public events. If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject to civil and criminal penalties.
The rules summarized above are complex, and the criminal and civil penalties that could be imposed upon directors and Section 16 officers who violate them could be severe. We therefore request that you contact Bryce Higgins at (435) 634-3222 before engaging in any transaction involving SkyWest securities during the BTR Blackout Period, or if you believe that any such transaction in which you have a pecuniary interest may occur during the BTR Blackout Period.
Where to Obtain More Information
If you have any questions about the BTR Blackout Period, you may contact Bryce Higgins at SkyWest, Inc., 444 South River Road, St. George, Utah 84790-2086. His telephone number is (435) 634-3222, and his email address is bhiggins@skywest.com.