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 6, 2025
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant’s telephone number, including area code:
(682 ) 278-9000
(682 ) 278-9000
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 | ||||||||||||
— | (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. ☐
| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. | ||||
On January 6, 2025, Ms. Priya R. Aiyar, Executive Vice President and Chief Legal Officer of American Airlines Group Inc. (the “Company”), notified the Company that she is resigning from her role effective on or about February 21, 2025 to pursue another opportunity.
| ITEM 7.01. | REGULATION FD DISCLOSURE. | ||||
A copy of a memo from Robert Isom, the Company’s Chief Executive Officer, to all employees of the Company announcing Ms. Aiyar’s departure is attached to this report as Exhibit 99.1.
The information in this 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: January 10, 2025 | By: | /s/ Devon E. May | |||||||||
| Devon E. May | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMERICAN AIRLINES, INC. | |||||||||||
| Date: January 10, 2025 | By: | /s/ Devon E. May | |||||||||
| Devon E. May | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
January 10, 2025 Team, Earlier this week, Priya Aiyar informed me that she has decided to leave American for a similar role outside of the airline industry. Priya joined American more than five years ago and has been a terrific member of the senior leadership team. While we are sad to see her depart, we wish her well as she enters the next chapter of her career. As we move forward, we are launching a search for Priya’s replacement to lead our Legal team and join the airline’s senior leadership team. This is an important role for our airline, so we will be sure to keep you updated as the process progresses. Until that search is complete, we have named Bruce Wark as our Interim Chief Legal Officer. We are fortunate to have Bruce step into this leadership position during this time. His industry experience and knowledge of our airline makes him ideally suited to guide our Legal organization during this next phase. Bruce will report to me during this interim period. Bruce joined us in 1993 and has been a part of most every major event the airline has faced during these past 30-plus years. He most recently has served as our Senior Vice President and Deputy General Counsel, where he oversees legal counsel in the areas of antitrust, intellectual property and litigation. He received his Juris Doctor, with honors, from Georgetown University. With this interim structure, Michelle Earley, SVP Deputy General Counsel; Lucretia Guia, SVP Labor Relations and Deputy General Counsel; and Russ Hubbard, VP Deputy General Counsel – Chief Privacy and Data Protection Officer, will report to Bruce. In addition, Bruce’s existing direct reports will continue in the same reporting structure. Change is a constant in our industry. We are thankful to have great leaders across our Legal department who can step in and carry us forward. We are poised to do great things in 2025 – and each of you plays a significant role in what’s to come. I look forward to continuing this conversation later this morning. Exhibit 99.1