aal-202102220000006201false00000062012021-02-222021-02-22
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): February 22, 2021
AMERICAN AIRLINES GROUP INC.
(Exact name of registrant as specified in its charter)
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| 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:
(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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| 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 |
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.
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 February 22, 2021, the Board of Directors of American Airlines Group Inc. (“AAG”) elected Adriane M. Brown to AAG’s Board of Directors. The Board of Directors has determined that Ms. Brown will serve on the Audit and Corporate Governance and Public Responsibility Committees. Ms. Brown will be compensated for her 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.
Ms. Brown has no relationships requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Brown is not a party to any arrangement or understanding with any other person pursuant to which she was selected as a director.
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| ITEM 7.01. | REGULATION FD DISCLOSURE. |
On February 22, 2021, AAG issued a press release announcing Ms. Brown’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.
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| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
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| (d) Exhibits. | | |
| |
| Exhibit No. | | Description |
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| 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.
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| AMERICAN AIRLINES GROUP INC. |
| | |
| Date: February 22, 2021 | By: | | /s/ Derek J. Kerr |
| | | Derek J. Kerr |
| | | Executive Vice President and
Chief Financial Officer |
