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): November 11, 2015
AMERICAN AIRLINES GROUP INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8400 | 75-1825172 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 4333 Amon Carter Blvd., Fort Worth, Texas | 76155 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code:
(817) 963-1234
N/A
(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 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)) |
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS |
On November 11, 2015, the Board of Directors of American Airlines Group Inc. (“AAG”) elected Susan D. Kronick and Martin H. Nesbitt to AAG’s Board of Directors. The Board of Directors has not yet determined which committees Ms. Kronick and Mr. Nesbitt will serve on. Ms. Kronick and Mr. Nesbitt will each be compensated for their respective service as a director on the same basis as other non-employee directors of AAG. Compensation for AAG’s non-employee directors is described under the heading “Director Compensation” in AAG’s Proxy Statement for its 2015 annual meeting of stockholders as filed with the SEC on April 22, 2015, which is incorporated herein by reference.
Neither Ms. Kronick nor Mr. Nesbitt has any relationships requiring disclosure under Item 404 of Regulation S-K, and neither Ms. Kronick nor Mr. Nesbitt is a party to any arrangement or understanding with any other person pursuant to which she or he was selected as a director.
A copy of AAG’s press release announcing Ms. Kronick’s and Mr. Nesbitt’s election to the Board of Directors is attached to this report as Exhibit 99.1.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release dated November 11, 2015. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN AIRLINES GROUP INC. | ||||||
| Date: November 11, 2015 | By: | /s/ Stephen L. Johnson | ||||
| Stephen L. Johnson | ||||||
| Executive Vice President, Corporate Affairs | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release dated November 11, 2015. | |
Exhibit 99.1
|
Corporate Communications 817-967-1577 mediarelations@aa.com |
FOR RELEASE: Wednesday, November 11, 2015
AMERICAN AIRLINES NAMES SUSAN D. KRONICK AND
MARTIN H. NESBITT TO ITS BOARD OF DIRECTORS
FORT WORTH, Texas—American Airlines Group Inc. (NASDAQ: AAL) today appointed Susan D. Kronick, 64, and Martin H. Nesbitt, 52, to its Board of Directors, effective immediately. With today’s announcement, American has 13 members on its board of directors.
Chairman and CEO Doug Parker said, “We are very pleased to welcome Sue and Marty to American Airlines. These seasoned executives bring unique perspectives shaped by their extensive leadership experiences and strong community ties in two of our hubs, Miami and Chicago. We look forward to their contributions.”
Ms. Kronick currently serves as an Operating Partner at Marvin Traub Associates, a New York based retail business development firm. Previously, she spent 37 years with Macy’s, Inc. (formerly known as Federated Department Stores). She has held numerous leadership roles at the company, including Vice Chairman of Macy’s, Inc., Group President of Federated Department Stores, Chairman and CEO of Burdines, and President and COO of Rich’s/Lazarus/Goldsmiths.
Ms. Kronick has been a member of the Board of Directors at Hyatt Hotels Corporation since 2009 and previously served as a Director at Pepsi Bottling Group, Inc. for ten years. In addition, she currently serves on the Boards of two prominent Miami-based nonprofit organizations, as a Trustee of the Knight Foundation and as Chairman of the Board of Miami City Ballet.
Mr. Nesbitt currently serves as Co-CEO of The Vistria Group, LLC, a Chicago-based investment company focused on the education, healthcare and financial services industries. Prior to co-founding Vistria, Mr. Nesbitt conceptualized, co-founded and served as CEO of The Parking Spot, an owner and operator of off-airport parking facilities. Prior to launching the Parking Spot, Mr. Nesbitt was an officer of the Pritzker Realty Group, L.P. and an Investment Manager at LaSalle Partners.
Mr. Nesbitt currently serves on the Board of Directors of Jones Lang LaSalle Incorporated and Norfolk Southern Corporation. He is a Trustee of Chicago’s Museum of Contemporary Art and serves as Chairman of the Barack Obama Foundation. He is former Chairman of the Board of the Chicago Housing Authority and a former board member of the Chicago 2016 Olympic Committee.
About American Airlines Group
American Airlines Group (NASDAQ: AAL) is the holding company for American Airlines. Together with regional partners operating as American Eagle, American offers an average of
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Corporate Communications 817-967-1577 mediarelations@aa.com |
nearly 6,700 flights per day to nearly 350 destinations in more than 50 countries. American is a founding member of the oneworld alliance, whose members and members-elect serve nearly 1,000 destinations with 14,250 daily flights to 150 countries. This year American Airlines Group Inc. topped Fortune Magazine’s list of best business turnarounds and its stock joined the S&P 500 index. Connect with American on Twitter @AmericanAir and at Facebook.com/AmericanAirlines.
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