DAL 8-K
Delta Air Lines, Inc. (DAL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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area code:
Registrant’s Web site address: www.delta.com
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 (see General Instruction A.2. below):
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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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the Annual Meeting of Shareholders of Delta Air Lines, Inc. (the “Company”) held on June 19, 2025 (the “2025 Annual Meeting”), the Company’s shareholders approved the Delta Air Lines, Inc. Performance Compensation Plan, as amended and restated effective June 19, 2025 (the “Performance Compensation Plan”), which was previously approved by the Company’s Board of Directors subject to approval by the Company’s shareholders. The Performance Compensation Plan amends and restates the Delta Air Lines, Inc. Performance Compensation Plan currently in effect, which was approved by the Company’s shareholders in June 2016.
The material terms of the Performance Compensation Plan currently in effect are unchanged, other than (i) an increase of 9,600,000 in the number of shares authorized for issuance under the plan, and (ii) an extension of the expiration date of the plan from June 10, 2026 to June 19, 2035.
For a description of the terms and conditions of the Performance Compensation Plan, see “Key Features of the Performance Compensation Plan” and “Summary of the Performance Compensation Plan” under “Proposal 3 – Approval of Amendment and Restatement of Performance Compensation Plan” in the definitive proxy statement for the 2025 Annual Meeting filed on April 25, 2025, which description is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s 2025 Annual Meeting, five proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the Company’s definitive proxy statement for the 2025 Annual Meeting filed on April 25, 2025.
A brief description of the proposals and the final results of the votes for each matter follows:
| 1. | The shareholders elected all fourteen director nominees, each to serve as a member of the Company’s Board of Directors until the Company’s next annual meeting of shareholders and the election and qualification of his or her successor, or until such director’s earlier death, disqualification, resignation or removal: |
|
|
For | Against | Abstain |
Broker Non-Votes |
| Edward H. Bastian | 466,190,874 | 1,094,013 | 473,377 | 90,384,477 |
| Christophe Beck | 465,839,703 | 1,376,469 | 542,092 | 90,384,477 |
| Maria Black | 465,515,533 | 1,708,197 | 534,534 | 90,384,477 |
| Willie CW Chiang | 465,623,789 | 1,585,413 | 549,062 | 90,384,477 |
| Greg Creed | 455,473,237 | 11,718,598 | 566,429 | 90,384,477 |
| David G. DeWalt | 442,661,333 | 24,548,179 | 548,752 | 90,384,477 |
| Leslie D. Hale | 464,284,397 | 2,924,199 | 549,668 | 90,384,477 |
| Christopher A. Hazleton | 465,979,288 | 1,194,534 | 584,442 | 90,384,477 |
| Michael P. Huerta | 456,488,760 | 10,397,386 | 872,118 | 90,384,477 |
| Judith J. McKenna | 466,492,650 | 737,695 | 527,919 | 90,384,477 |
| Vasant M. Prabhu | 466,182,953 | 1,021,619 | 553,692 | 90,384,477 |
| Sergio A. L. Rial | 423,968,142 | 43,243,991 | 546,131 | 90,384,477 |
| David S. Taylor | 452,224,421 | 14,997,782 | 536,061 | 90,384,477 |
| Kathy N. Waller | 457,368,133 | 9,541,055 | 849,076 | 90,384,477 |
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| 2. | The shareholders approved the advisory vote on executive compensation: |
|
For
|
Against |
Abstain
|
Broker Non-Votes |
| 445,434,238 | 21,175,222 | 1,148,804 | 90,384,477 |
| 3. | The shareholders approved the amendment and restatement of the Company’s Performance Compensation Plan: |
|
For
|
Against |
Abstain
|
Broker Non-Votes |
| 450,738,224 | 16,201,131 | 818,909 | 90,384,477 |
| 4. | The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for 2025: |
|
For
|
Against |
Abstain
|
Broker Non-Votes |
| 552,159,951 | 5,261,517 | 721,273 | Not Applicable |
| 5. | The shareholders did not approve the adoption of a shareholder proposal requesting the ability for shareholders to act by written consent: |
|
For
|
Against |
Abstain
|
Broker Non-Votes |
| 198,223,483 | 262,330,586 | 7,204,195 | 90,384,477 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DELTA AIR LINES, INC. | ||
| By: | /s/ Peter W. Carter | |
| Peter W. Carter | ||
| Executive Vice President – Chief External Affairs Officer | ||
Date: June 20, 2025
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