8-K

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 22, 2022

Registrant’s telephone number, including area code:              (702) 851-7300

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:

Indicate by check mark whether the registrant is an emerging growth company as in Rule 405 of the Securities Act of 1933 (Section 17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 17 CFR §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. ☐

Section 5 Corporate Governance and Management

Item 5.02 Submission of Matters to a Vote of Security Holders.

The 2022 Annual Meeting of Stockholders of the Company was held on June 22, 2022. The following proposals were voted on with the results indicated below:

1.Election of a Board of Directors of eight members to hold office until the next Annual Meeting of Stockholders or until their respective successors have been elected or appointed.

There were 618,278 broker non-votes with respect to the election of Directors.

2.Advisory vote approving executive compensation (proposal approved):

Votes For: 16,164,086

Votes Against: 380,020

Votes Abstaining: 6,003

Broker Non-votes: 618,278

3.To approve the 2022 Long-term Incentive Plan (proposal approved):

Votes For: 12,785,147

Votes Against: 3,706,850

Votes Abstaining: 58,112

Broker Non-votes: 618,278

4.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (proposal ratified):

Votes For: 17,121,373

Votes Against: 39,866

Votes Abstaining: 7,148

Broker Non-votes: None

5.Stockholder proposal to require shareholder approval of certain termination pay arrangements (proposal rejected):

Votes For: 5,426,683

Votes Against: 11,115,109

Votes Abstaining: 8,317

Broker Non-votes: 618,278

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Allegiant Travel Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.