8-K
SKYWEST INC (SKYW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): **** May 2, 2023
SKYWEST, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
|---|---|---|---|---|
| Utah | | 0-14719 | | 87-0292166 |
| (State or other jurisdiction of | | (Commission | | (IRS Employer |
| incorporation or organization) | | File Number) | | Identification No.) |
| | | |
|---|---|---|
| 444 South River Road | | |
| St. George , Utah | | 84790 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
( 435 ) 634-3000
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):
☐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))
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).
| | |
|---|---|
| | 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. ☐
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 |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 2, 2023, SkyWest, Inc. (the “Company”) held its annual meeting of shareholders in a virtual-only meeting format, at which the Company’s shareholders considered and voted on the items described below:
| 1. | The following persons were elected to serve as directors of the Company, each to serve until the next annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, based upon the following votes: |
|---|
| | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name of Nominee | **** | Votes For | **** | Votes Against | <br><br>Abstentions | Broker Non-Votes | **** | |
| Jerry C. Atkin | | 37,905,300 | | 947,482 | | 25,764 | 4,319,209 | |
| Russell A. Childs | | 38,273,754 | | 571,073 | | 33,719 | 4,319,209 | |
| Smita Conjeevaram | | 35,526,189 | | 3,202,190 | | 150,167 | 4,319,209 | |
| Meredith S. Madden | | 38,491,137 | | 322,972 | | 64,437 | 4,319,209 | |
| Ronald J. Mittelstaedt | | 37,762,060 | | 1,029,530 | | 86,956 | 4,319,209 | |
| Andrew C. Roberts | | 38,285,371 | | 326,818 | | 266,357 | 4,319,209 | |
| Keith E. Smith | | 38,028,478 | | 804,100 | | 45,968 | 4,319,209 | |
| James L. Welch | | 31,967,239 | | 6,861,589 | | 49,718 | 4,319,209 | |
| 2. | The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based upon the following votes: |
|---|
| Votes for approval | 38,195,660 | ||
|---|---|---|---|
| Votes against | | 629,377 | |
| Abstentions | | 53,509 | |
| Broker Non-Votes | | 4,319,209 | |
| 3. | The Company’s shareholders approved, on an advisory basis, to hold future advisory votes to approve the compensation of the Company’s named executive officers every year, based upon the following votes: |
|---|
| For 1 Year | 35,944,448 | ||
|---|---|---|---|
| For 2 Years | | 113,990 | |
| For 3 Years | | 2,787,883 | |
| Abstentions | | 32,225 | |
| 4. | The Company’s shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023, based upon the following votes: |
|---|
| Votes for approval | 42,574,618 | ||
|---|---|---|---|
| Votes against | | 571,844 | |
| Abstentions | | 51,293 | |
Based upon the results set forth in Proposal 3 above, the Company currently intends to hold an advisory vote on the compensation of its named executive officers every year.
SIGNATURE
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.
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|---|---|---|---|
| | SKYWEST, INC. | ||
| | | | |
| | | | |
| Dated: May 4, 2023 | | By | /s/ Eric J. Woodward |
| | | Eric J. Woodward, Chief Accounting Officer |