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): October 8, 2020
(Exact name of registrant as specified in its charter)
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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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
| 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 5.02. | DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. | ||||
On October 8, 2020, the Board of Directors of American Airlines Group Inc. (“AAG”) elected Douglas M. Steenland to AAG’s Board of Directors. The Board of Directors has determined that Mr. Steenland will serve on the Finance and Compensation Committees. Mr. Steenland will be compensated for his 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 2020 annual meeting of stockholders as filed with the SEC on April 28, 2020, which is incorporated herein by reference.
Mr. Steenland has no relationships requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Steenland is not a party to any arrangement or understanding with any other person pursuant to which he was selected as a director.
| ITEM 7.01. | REGULATION FD DISCLOSURE. | ||||
On October 8, 2020, AAG issued a press release announcing Mr. Steenland’s election to the Board of Directors. The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. | ||||
| (d) Exhibits. | ||||||||
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104.1 | Cover page interactive data file (embedded within the Inline XBRL document). | |||||||
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: October 8, 2020 | By: | /s/ Derek J. Kerr | |||||||||
| Derek J. Kerr | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
Exhibit 99.1
American Airlines Names Douglas M. Steenland to its Board of Directors
FORT WORTH, Texas, October 8, 2020 – American Airlines Group Inc. (NASDAQ: AAL) today announced the election of Douglas M. Steenland, 69, to its board of directors. Steenland also will serve on the company’s finance and compensation committees.
“We are delighted Doug has agreed to join our board and we welcome his extensive airline experience to our boardroom,” said Chairman and CEO Doug Parker. “Importantly, Doug’s expertise expands across the broader travel and hospitality sector, and our team and company will be well served by his experience and counsel.”
Steenland currently is non-executive chairman of the board of directors of American International Group and serves as the lead independent director of Hilton Worldwide Holdings. Steenland held numerous senior roles over his 17-year career at Northwest Airlines Corporation, most notably as CEO from April 2004 to October 2008 and as president from 2001 to 2004. He retired from Northwest when it merged with Delta Air Lines in 2008.
Prior to Northwest, Steenland was a partner at Verner Liipfert, which is now part of DLA Piper, and he also worked in the Office of the General Counsel of the U.S. Department of Transportation. He holds a Bachelor of Arts from Calvin College and a J.D. from The George Washington University Law School.
About American Airlines Group
American’s purpose is to care for people on life’s journey. Shares of American Airlines Group Inc. trade on Nasdaq under the ticker symbol AAL and the company’s stock is included in the S&P 500. Learn more about what’s happening at American by visiting news.aa.com and connect with American on Twitter @AmericanAir and at Facebook.com/AmericanAirlines.
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