DEFA14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under § 240.14a-12

AMERICAN AIRLINES GROUP INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 


Table of Contents

 

 

     LOGO

        P.O. BOX 8016, CARY, NC 27512-9903

American Airlines Group Inc.

Important Notice Regarding the Availability

of Proxy Materials

Stockholders Meeting to be held on

May 10, 2023

For Stockholders of record as of March 13, 2023

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting.

To view the proxy materials, and to obtain directions to attend the meeting, go to: www.proxydocs.com/AAL

To vote your proxy while visiting this site, you will need the 12 digit control number in the box below.

Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet.

 

    
 

 

LOGO       

 

For a convenient way to view proxy materials and VOTE go to

www.proxydocs.com/AAL

       LOGO
 

 

Have the 12 digit control number located in the shaded box above available when you access the website and follow the instructions.

 

 

 

If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s meeting, you must make this request on or before April 28, 2023.

 

 

To order paper materials, use one of the following methods.

 

     

LOGO

 

INTERNET

www.investorelections.com/AAL

   

LOGO

 

TELEPHONE

      (866) 648-8133      

   

LOGO

 

* E-MAIL

paper@investorelections.com

 

When requesting via the Internet or telephone you will need the 12 digit control number located in the shaded box above.

    * If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located above) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material.

 

 

American Airlines Group Inc.

Meeting Type:   Annual Meeting of Stockholders

Date:   Wednesday, May 10, 2023

Time:  9:00 AM, Central Time

Place:  Annual Meeting to be held live via the internet - please visit

    www.proxydocs.com/AAL for more details.

 

You must register to attend the meeting online and/or participate at www.proxydocs.com/AAL

 

SEE REVERSE FOR FULL AGENDA

 


Table of Contents

American Airlines Group Inc.

Annual Meeting of Stockholders

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR ON PROPOSALS 1, 2, 3, 5 AND 6

THE BOARD RECOMMENDS THAT AN ADVISORY VOTE ON THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS BE HELD EVERY ONE YEAR.

PROPOSAL

 

1.

Election of 12 directors to serve until the 2024 Annual Meeting of Stockholders of American Airlines Group Inc. and until their respective successors have been duly elected and qualified

 

  1A

Jeff Benjamin

 

  1B

Adriane Brown

 

  1C

John Cahill

 

  1D

Mike Embler

 

  1F

Matt Hart

 

  1G

Robert Isom

 

  1H

Sue Kronick

 

  1I

Marty Nesbitt

 

  1J

Denise O’Leary

 

  1K

Vicente Reynal

 

  1L

Greg Smith

 

  1M

Doug Steenland

 

2.

Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of American Airlines Group Inc. for the fiscal year ending December 31, 2023

 

3.

Advisory vote to approve executive compensation (Say-on-Pay)

 

4.

Advisory vote to approve the frequency of the advisory vote to approve executive compensation

 

5.

Approve the 2023 Incentive Award Plan

 

6.

Advisory vote on a stockholder proposal to amend certain voting thresholds