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): April 25, 2017
AMERICAN AIRLINES GROUP INC.
AMERICAN AIRLINES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-8400
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75-1825172
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Delaware
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1-2691
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13-1502798
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(State or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4333 Amon Carter Blvd., Fort Worth, Texas
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76155
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4333 Amon Carter Blvd., Fort Worth, Texas
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76155
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(817) 963-1234
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging Growth Company
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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.
(e) Compensatory Arrangements of Certain Officers
On April 25 2017, at their request, Robert D. Isom, Jr., Elise Eberwein, Stephen L. Johnson and Derek J. Kerr (the “
Executives
”) entered
into letter agreements (each, a “
Letter Agreement
”) with American Airlines Group Inc. (the “
Company
”) voluntarily terminating their Executive Change in Control and Severance Benefits Agreement (each, a
“
Change in Control Agreement
”). These legacy Change in Control Agreements were originally entered into as of November 28, 2007 (or March 16, 2009 in the case of Mr. Johnson) and assumed by the Company on
December 9, 2013. As a result of the Executives’ voluntary termination of their Change in Control Agreements, none of the Company’s executive officers are now contractually entitled to any cash severance or continued health benefits
upon any termination, nor is the Company contractually obligated to provide a gross-up to cover any excise taxes incurred by any executive officer under Section 4999 of the Internal Revenue Code of 1986, as amended.
The foregoing description of the material terms of the Letter Agreement is qualified in its entirety by the form of Letter 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
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Exhibit
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Description
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10.1
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Form of Letter Agreement dated April 25, 2017 between the Company and each Executive
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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.
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A
MERICAN
A
IRLINES
G
ROUP
I
NC
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Date: May 1, 2017
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By:
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/s/ Stephen L. Johnson
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Stephen L. Johnson
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Executive Vice President, Corporate Affairs
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Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
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A
MERICAN
A
IRLINES
, I
NC
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Date: May 1, 2017
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By:
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/s/ Stephen L. Johnson
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Stephen L. Johnson
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Executive Vice President, Corporate Affairs
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Exhibit Index
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Exhibit
No.
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Description
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10.1
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Form of Letter Agreement dated April 25, 2017 between the Company and each Executive
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Exhibit 10.1
Form of Letter Agreement re:
Change in Control Agreement Termination
April 25, 2017
[Name]
c/o American Airlines Group Inc.
4333 Amon Carter Blvd.
Fort Worth, Texas 76155
Dear [Name]
1
:
We make reference to the Executive Change in Control and Severance Benefits Agreement entered into as
of [ ]
2
among you, US Airways Group, Inc. and US Airways, Inc., as amended (the “Change in
Control Agreement”), which Change in Control Agreement was assumed by American Airlines Group Inc. (the “Company”) on December 9, 2013. Effective as of the date hereof, the Change in Control Agreement is terminated without any
liability to any party thereto.
Please acknowledge your acceptance and consent to the terms described in this letter by signing below. You understand
that these terms may not be amended or modified except in a writing signed by you and a representative of the Company duly authorized by the Compensation Committee or the Board of Directors.
Regards,
American Airlines Group Inc.
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By:
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Name: W. Douglas Parker
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Title: Chief Executive Officer
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1
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Entered into by and between the Company and each of Elise Eberwein, Robert Isom, Stephen Johnson and Derek Kerr.
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2
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Elise Eberwein, Robert Isom and Derek Kerr: November 28, 2007; Stephen Johnson: March 16, 2009.
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ACKNOWLEDGED, ACCEPTED AND AGREED TO
this 25
th
of
April 2017.
Signature Page to Letter Agreement re: Change in Control Agreement Termination