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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): January 18, 2022

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.)

 

1 Skyview Drive,

Fort Worth,

Texas

76155

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(682) 278-9000

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

AAL

The Nasdaq Global Select Market

Preferred Stock Purchase Rights

—

(1)

(1) Attached to the Common Stock

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. ☐

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ITEM 5.02.			DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On January 18, 2022, the Board of Directors of American Airlines Group Inc. (“AAG”) elected Gregory D. Smith to AAG’s Board of Directors. The Board of Directors has determined that Mr. Smith will serve on the Audit and Corporate Governance, Public Responsibility and Safety Committees. Mr. Smith 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 2021 annual meeting of stockholders as filed with the SEC on April 29, 2021, which is incorporated herein by reference.

Mr. Smith has no relationships requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Smith 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 January 18, 2022, AAG issued a press release announcing Mr. Smith’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						Press Release, dated January 18, 2022.
104.1						Cover page interactive data file (embedded within the Inline XBRL document).

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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: January 18, 2022			By:						/s/ Derek J. Kerr
									Derek J. Kerr
									Chief Financial Officer