UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 5, 2015
SkyWest, Inc.
(Exact Name of Registrant as Specified in its Charter)
Utah |
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0-14719 |
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87-0292166 |
(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
incorporation or organization) |
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File Number) |
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Identification No.) |
444 South River Road |
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St. George, Utah |
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84790 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants Telephone Number, Including Area Code:
(435) 634-3200
N/A
(Former name, former address, and formal fiscal year, 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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 5, 2015, the Board of Directors (the Board) of SkyWest, Inc. (the Company) appointed Meredith R. Siegfried, President and Chief Executive Officer of Nordam Group, Inc. and a director of each of Nordam Group, Inc., Erickson Air-Crane, Inc., and World Travel Service LLC, to serve as a director of the Company. The appointment of Ms. Siegfried fills one of two vacancies on the Board resulting from the decisions of Margaret S. Billson and Robert G. Sarver not to stand for re-election as directors of the Company at the Annual Meeting of the Companys shareholders held on May 5, 2015 (the Annual Meeting). The other vacancy resulting from the departures of Ms. Billson and Mr. Sarver was filled by the election of Andrew C. Roberts as a director of the Company at the Annual Meeting. In connection with their commencement of service as directors of the Company, Ms. Siegfried was named to serve as a member of the Compensation and Safety & Compliance Committees of the Board and Mr. Roberts was appointed to serve as the Chairman of the Safety Committee and a member of the Audit & Finance Committee of the Board.
Ms. Siegfried and Mr. Roberts will be eligible to participate as non-employee directors in the Companys benefit plans, consistent with the Companys non-employee director compensation practices. On May 5, 2015, the Board awarded to each of Ms. Siegfried and Mr. Roberts an award of 2,931 shares of the Companys common stock, which represents a pro-rated award relative to the Companys stock grants to its continuing directors for the current fiscal year. The Company anticipates that Ms. Siegfried and Mr. Roberts will enter into the Companys standard form of directors and officers indemnification agreement.
Since the beginning of the Companys last fiscal year, neither Ms. Siegfried nor Mr. Roberts nor any of their immediate family members has been a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) promulgated under Regulation S-K. There were no arrangements or understandings between Ms. Siegfried or Mr. Roberts and any other person pursuant to which Ms. Siegfried and Mr. Roberts were elected or appointed as directors of the Company.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release, entitled SkyWest, Inc. Appoints New Directors issued by SkyWest, Inc., dated May 6, 2015.
Forward-Looking Statements
In addition to historical information, this report contains forward-looking statements. The Company may, from time to time, make written or oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements encompass the Companys beliefs, expectations, hopes or intentions regarding future events. Words such as expects, intends, believes, anticipates, should, likely and similar expressions identify forward-looking statements. All forward-looking statements included in this report are made as of the date hereof and are based on information available to the Company as of such date. The Company assumes no obligation to update any forward-looking statement. Readers should note that many factors could affect the future operating
and financial results of the Company, and could cause actual results to vary materially from those expressed in forward-looking statements set forth in this report.
Actual operational and financial results of the Company will likely vary, and may vary materially, from those anticipated, estimated, projected or expected for a number of reasons, including, among those identified above: the challenges of competing successfully in a highly competitive and rapidly changing industry; developments associated with fluctuations in the economy and the demand for air travel; negotiations between the Company and its major partners regarding their contractual relationships; the financial stability of those major partners regarding any impact on the contracts that the Company operates under in their behalf; variations in market and economic conditions; labor relationships; the impact of global instability; fluctuating fuel costs; the degree and nature of competition; potential fuel shortages; the impact of weather-related or other natural disasters on air travel and airline costs; aircraft deliveries; and other unanticipated factors. Risk factors, cautionary statements and other conditions which could cause actual results to differ from managements current expectations are contained in the Companys filings with the SEC, including the section of the Companys Annual Report on Form 10-K for the year ended December 31, 2014, entitled Risk Factors. All subsequent forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SkyWest, Inc. | |
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Dated: May 6, 2015 |
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By |
/s/ Eric J. Woodward |
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Eric J. Woodward, Chief Accounting Officer |
Exhibit 99.1
Investor Relations contact:
435.634.3203
Media Contact:
435.634.3548
FOR IMMEDIATE RELEASE
SkyWest, Inc. Appoints New Directors
ST. GEORGE, UTAH, May 6, 2015 SkyWest, Inc. (NASDAQ: SKYW) today announced the appointment of Andrew C. Roberts and Meredith Siegfried to the Board of Directors of SkyWest, Inc. and its subsidiaries, SkyWest Airlines, Inc. and ExpressJet Airlines, Inc., effective May 5, 2015.
Andrew Roberts is President and CEO of Align Aerospace, Holdings, Inc., and brings 38 years of professional experience in operations and manufacturing, with more than 25 years in the aerospace and commercial aviation sector. He held executive roles at Pratt & Whitney Co., Aviall and Northwest Airlines, where he held numerous executive positions and oversaw Northwest Airlines wholly-owned regional operations. Roberts possesses a strong operations and technical background.
Roberts holds a bachelors degree in Engineering from the University of Birmingham, U.K. and a postgraduate diploma in Manufacturing Engineering from Coventry University, U.K. He currently serves as on the board for Align Aerospace, and has served as a board member for Special Olympics of Minnesota.
Meredith Siegfried is President and CEO of Nordam Group, Inc., where she rose through the ranks from manager to CEO. She holds 20 years aviation and aerospace experience, where she has filled executive roles. She has also served as a senior consultant in corporate finance and serves on numerous nonprofit Boards.
Siegfried holds a bachelors degree in business administration and finance from the University of Notre Dame and an MBA from the University of Chicago. She currently serves as board member for The Nordam Group, Smithsonian National Air and Space Museum and the Aspen Institute, among others.
Jerry C. Atkin, Chairman and CEO of SkyWest, Inc., said, We welcome these leaders to the SkyWest, Inc. Board of Directors. Were confident that each of their strong backgrounds in aviation and industry, as well as their philosophical alignments with SkyWests leadership and culture, will provide value to the Board and to all SkyWest, Inc. stakeholders.
SkyWest, Inc. was named on Forbes Americas Best Employers 2015 list and was Air Transport Worlds Regional Airline of the Year in 2014. SkyWest, Inc. is the holding company for two scheduled passenger airline operations and an aircraft leasing company and is headquartered in St. George, Utah. SkyWests airline companies provide commercial air service in cities across the United States, Canada, Mexico and the Caribbean with nearly 3,400 daily flights and a fleet of 680 aircraft. SkyWest Airlines operates through partnerships with United Airlines, Delta Air Lines, US Airways, American Airlines and Alaska Airlines. ExpressJet Airlines operates through partnerships with United Airlines, Delta Air Lines and American Airlines. SkyWest is headquartered in St. George, Utah, and continues to set the standard for excellence in the regional industry with unmatched value for customers, shareholders and its nearly 20,000 employees. This press release and additional information regarding SkyWest can be accessed at www.skywest.com.
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