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Spirit Airlines (SAVE): Negotiations with its bondholders are progressing as expected

June 11, 2024 4:21 PM EDT

Spirit Airlines (NYSE: SAVE)


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2024, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Spirit Airlines, Inc. (the “Company”), the Company’s stockholders approved the Spirit Airlines, Inc. 2024 Incentive Award Plan (the “2024 Plan”), which was previously adopted by the Board of Directors of the Company subject to stockholder approval. The 2024 Plan became effective upon stockholder approval, and replaces and succeeds the Spirit Airlines, Inc. 2015 Incentive Award Plan (as amended and restated effective March 22, 2021) in its entirety. A description of the material terms of the 2024 Plan is included in “Proposal No. 5: Approval of the 2024 Incentive Award Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2024 (the “2024 Proxy Statement”), which description is incorporated by reference herein. The foregoing description of the 2024 Plan is qualified in its entirety by reference to the text of the 2024 Plan, which is set forth in Appendix A to the 2024 Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on June 7, 2024 via live webcast at www.virtualshareholdermeeting.com/SAVE2024. Of the 109,501,395 shares of voting common stock outstanding as of April 12, 2024, the record date, 64,402,323 shares, or approximately 58.81%, were present or represented by proxy at the Annual Meeting. Set forth below are the final voting results of the matters submitted for a vote of stockholders at the Annual Meeting, each of which is described in detail in the 2024 Proxy Statement.
Proposal 1 - Election of Directors
The following two (2) Class I directors were elected to serve for three-year terms until the 2027 Annual Meeting of Stockholders of the Company or until their respective successors are elected and qualified.
Name
Votes For
Against
Votes Withheld
Broker Non-Votes
Robert D. Johnson
17,965,298
2,766,192
43,670,833
Barclay G. Jones III
17,784,152
2,947,338
43,670,833
Proposal 2 - Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
For
Against
Abstain
Broker Non-Votes
58,669,951
5,071,430
660,942
Proposal 3 - A non-binding advisory vote on the compensation of the Company's named executive officers, as disclosed in the Compensation Discussion and Analysis section of the 2024 Proxy Statement.
For
Against
Abstain
Broker Non-Votes
12,833,031
7,543,935
354,524
43,670,833
Proposal 4 – A non-binding advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.
For 1 Year
For 2 Year
For 3 Year
Abstain
Broker Non-Votes
18,371,309
500,203
1,299,957
560,021
43,670,833
Proposal 5 – Approval of the Company’s 2024 Incentive Award Plan, as disclosed in the Company’s 2024 Proxy statement.
For
Against
Abstain
Broker Non-Votes
16,374,971
3,971,001
385,518
43,670,833

Item 7.01. Regulation FD Disclosure.
The Company previously indicated it would host an Analyst Day in early August. Negotiations with its bondholders are progressing as expected. However, given the timing of several initiatives, management believes it will be beneficial to wait until later in the year to host an Analyst Day. The Company plans to provide the date for the Analyst Day within the coming months.


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