0000027904 false 0000027904 2023-06-15 2023-06-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 15, 2023

 

DELTA AIR LINES, INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware  001-05424  58-0218548
(State or other jurisdiction
of incorporation)		  (Commission
File Number)		  (IRS Employer
Identification No.)

 

P.O. Box 20706, Atlanta, Georgia 30320-6001

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (404) 715-2600

 

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):

 

☐ 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:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.0001 per share DAL New York Stock Exchange

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting of Shareholders of Delta Air Lines, Inc. (the “Company”) held on June 15, 2023, six proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed on April 28, 2023.

 

A brief description of the proposals and the final results of the votes for each matter follows:

 

1.The shareholders elected all thirteen 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 374,524,896 10,850,521 563,798 123,860,524
Greg Creed 372,535,475 12,628,215 775,525 123,860,524
David G. DeWalt 367,674,952 17,528,721 735,542 123,860,524
William H. Easter III 368,330,260 16,853,688 755,267 123,860,524
Leslie D. Hale 382,186,020 3,001,946 751,249 123,860,524
Christopher A. Hazleton 374,773,245 10,406,109 759,861 123,860,524
Michael P. Huerta 370,129,301 15,091,317 718,597 123,860,524
Jeanne P. Jackson 378,963,301 6,234,372 741,542 123,860,524
George N. Mattson 315,760,366 69,452,943 725,906 123,860,524
Vasant M. Prabhu 376,536,537 8,659,912 742,776 123,860,524
Sergio A. L. Rial 365,541,788 19,662,833 734,594 123,860,524
David S. Taylor 367,224,720 17,978,921 735,574 123,860,524
Kathy N. Waller 361,340,957 23,888,609 709,649 123,860,524

 

2.The shareholders approved the advisory vote on executive compensation:

 

For Against Abstain   Broker Non-Votes
364,403,176 20,518,287 1,017,752 123,860,524

 

3.The shareholders recommended that the frequency of future advisory votes on executive compensation be every year:

 

1 Year   2 Years   3 Years Abstain   Broker Non-Votes
376,138,831 683,005 8,454,177 663,202 123,860,524

 

In accordance with the voting results on this advisory proposal and its previous recommendation, the Board of Directors has determined that the Company will continue to hold an advisory vote on executive compensation every year.

 

4. The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for 2023:

 

For   Against Abstain   Broker Non-Votes
499,911,901 8,665,541 1,222,297 Not Applicable

 

5. The shareholders approved the adoption of a shareholder proposal requesting shareholder ratification of termination pay:

 

For   Against Abstain   Broker Non-Votes
230,002,829 154,951,085 985,301 123,860,524

 

6. The shareholders did not approve the adoption of a shareholder proposal requesting a freedom of association and collective bargaining policy:

 

For   Against Abstain   Broker Non-Votes
125,002,912 258,299,951 2,636,352 123,860,524

 

 

 

 2 

 

 

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                       
Date:  June 15, 2023

Peter W. Carter

Executive Vice President – External Affairs

 

 

 

 

 

 

 3