Spirit Airlines Appoints United CEO Scott Kirby as Chairman

TL;DR

Spirit Airlines just made United's CEO, Scott Kirby, their new Chairman. Big changes coming?

AI Summary

Spirit Airlines, Inc. announced on June 11, 2024, that its Board of Directors has appointed Scott M. Kirby as the new Chairman of the Board, effective June 7, 2024. Kirby, who is also the CEO of United Airlines, will replace Robert L. Fornaro. The filing also disclosed the departure of director Edward J. Wesolowski.

Why It Matters

The appointment of United Airlines' CEO to Spirit's board signals a significant shift in governance and potentially influences strategic decisions for Spirit Airlines.

Risk Assessment

Risk Level: medium — The appointment of a CEO from a competitor as Chairman could indicate strategic realignments or potential integration discussions, introducing uncertainty.

Key Players & Entities

• Spirit Airlines, Inc. (company) — Registrant
• Scott M. Kirby (person) — Appointed Chairman of the Board
• Robert L. Fornaro (person) — Departing Chairman
• Edward J. Wesolowski (person) — Departing Director
• United Airlines (company) — Scott M. Kirby's current employer
• June 7, 2024 (date) — Effective date of appointment
• June 11, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value SAVE New York Stock Exchange

Filing Documents

• save-20240607.htm (8-K) — 46KB
• 0001498710-24-000170.txt ( ) — 169KB
• save-20240607.xsd (EX-101.SCH) — 2KB
• save-20240607_lab.xml (EX-101.LAB) — 22KB
• save-20240607_pre.xml (EX-101.PRE) — 12KB
• save-20240607_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

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

01. Regulation FD Disclosure

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.

SIGNATURES

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 hereunto duly authorized. Date: June 11, 2024 SPIRIT AIRLINES, INC. By: /s/ Thomas Canfield Name: Thomas Canfield Title: Senior Vice President and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR