8-K - SNCY - Equibles

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 ofReport (Date of earliest event reported): June 14, 2023

SunCountry Airlines Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-40217	82-4092570
(State of<br><br> <br>Incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)
2005 Cargo Road<br><br> <br>Minneapolis, MN	55450
---	---
(Address of principal executive<br> offices)	(Zip Code)

(651) 681-3900

(Registrant’s telephone number, including area code)

(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:

☐	Written communications pursuant to<br> Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under<br> the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule<br> 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule<br> 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<br><br> <br>Symbol(s)	Name of each exchange<br><br> <br>on which registered
Common Stock, par value $0.01<br> per share	SNCY	The Nasdaq Stock Market LLC

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).

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 5.07	Submission of Matters to a Vote of Security Holders.
a.	On June 14, 2023, Sun Country Airlines Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual<br>Meeting”). The matters voted upon at the Annual Meeting and the final results of such voting are set forth below. A more complete<br>description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission<br>on April 28, 2023.
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b.	Proposal 1. To elect Marion Blakey and Patrick O’Keeffe to the board of directors of the Company as Class II<br> directors, in each case, for a term of three years expiring at the annual meeting of stockholders to be held in 2026. The<br> Company’s stockholders duly elected Marion Blakey and Patrick O’Keeffe, by at least a plurality of the votes cast, to<br> serve as Class II directors until the 2026 annual meeting of stockholders and until his successor is duly elected and qualified. The<br> results of the voting were as follows:
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Nominee	Votes For	Votes Withheld	Broker Non-Votes
---	---	---	---
Marion Blakey	51,935,775	1,954,744	602,262
Patrick O’Keeffe	43,240,899	10,649,620	602,262

Proposal 2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the voting were as follows:

Votes For	Votes Against	Abstentions
54,478,777	8,937	5,067

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 thereunto duly authorized.

Sun Country Airlines Holdings, Inc.
By:	/s/ Erin Rose Neale
	Name:	Erin Rose Neale
	Title:	Senior Vice President, General Counsel and Secretary