8-K

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. ☐

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).

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

EX-99.1

Exhibit 99.1

	Corporate Communications
	mediarelations@aa.com

FOR RELEASE: Tuesday, Jan. 18, 2022

AMERICAN AIRLINES NAMES GREGORY D. SMITH

TO ITS BOARD OF DIRECTORS

FORT WORTH, Texas –– American Airlines Group Inc. (NASDAQ: AAL) today announced the election of Gregory D. Smith, 55, to its board of directors. Smith will serve on the board’s Audit Committee and Corporate Governance, Public Responsibility and Safety Committee.

“We are very pleased Greg has agreed to join the American Airlines board,” said American’s Chairman and CEO Doug Parker. “Greg is a highly accomplished leader who has held key finance, operations and strategy roles over the course of three decades at Boeing. His experience and strong knowledge of the aviation and aerospace industry will be tremendous assets to American.”

Smith retired from The Boeing Company in July 2021 after a more than 30-year career. He most recently served as Executive Vice President and Chief Financial Officer, with responsibility for the company’s Enterprise Operations, Finance, Strategy and Shared Services organizations. He managed Boeing’s overall financial activities and drove operational excellence by overseeing the company’s manufacturing, operations, supply chain, quality and program management teams. He also led the company’s global financing arm, Boeing Capital, its corporate audit function, and its environmental, social and governance work.

During his time at Boeing, Smith held a number of other key leadership roles including Vice President of Finance, Corporate Controller and Chief Accounting Officer, and Vice President of Financial Planning and Analysis. In between his two stints at Boeing, he spent four years at Raytheon Company as Vice President of Investor Relations.

Smith currently serves on the board of directors of Intel Corporation, as well as Lurie Children’s Hospital and Northwestern Memorial Healthcare in Chicago.

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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Cover	Jan. 18, 2022
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 18, 2022
Entity Registrant Name	AMERICAN AIRLINES GROUP INC.
Entity Central Index Key	0000006201
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8400
Entity Tax Identification Number	75-1825172
Entity Address, Address Line One	1 Skyview Drive,
Entity Address, City or Town	Fort Worth,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76155
City Area Code	682
Local Phone Number	278-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.01 par value per share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	AAL
Security Exchange Name	NASDAQ
Preferred Stock Purchase Rights
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights