Definitive Additional Materials

 

 

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  

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  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)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 13, 2018.

 

AMERICAN AIRLINES GROUP INC.

 

    AMERICAN AIRLINES GROUP INC.

    4333 AMON CARTER BLVD.

    FORT WORTH, TX 76155

 

 

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Meeting Information            

 

   

Meeting Type:

 

 

  Annual Meeting

 

    For holders as of:     April 16, 2018
   

 

Date:  June 13, 2018

 

 

  Time: 9:00 a.m., local time

   

 

Location:   Latham & Watkins LLP

   

   885 Third Avenue

   

   New York, NY 10022

 

We are sending you this communication because you hold shares in American Airlines Group Inc.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials, which contain important information. You may view the complete proxy materials online at www.proxyvote.com or easily request a paper copy by following the instructions on the reverse side of this notice.

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 


— Before You Vote —

How to Access the Proxy Materials

 

   

 

Proxy Materials Available to VIEW or RECEIVE:

   
 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, JUNE 13, 2018

PROXY STATEMENT        ANNUAL REPORT TO SECURITYHOLDERS        FORM OF PROXY

 

How to View Online:

Note the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. We will provide a copy of these documents at no cost to you. Please choose one of the following methods to make your request:

 

                                 1) BY INTERNET:         www.proxyvote.com

                                 2) BY TELEPHONE:     1-800-579-1639

                                 3) BY E-MAIL*:             sendmaterial@proxyvote.com

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 30, 2018 to facilitate timely delivery.

 

   
   

— How To Vote —

Please Choose One of the Following Voting Methods

 

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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please see the section entitled “The Meeting” in the Proxy Statement for directions to be able to attend the Annual Meeting and vote in person. At the Annual Meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

    


LOGO            Voting Items    
 

 

The Board of Directors recommends you vote FOR the following proposals, all of which are proposed by American Airlines Group Inc.:

   
 

 

1.  A proposal to elect 12 directors to serve until the 2019 Annual Meeting of Stockholders of American Airlines Group Inc. and until their respective successors have been duly elected and qualified.

   

 

2.  A proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm of American Airlines Group Inc. for the fiscal year ending December 31, 2018.

 

3.  A proposal to consider and approve, on a non-binding, advisory basis, executive compensation of American Airlines Group Inc. as disclosed in the proxy statement.

 

4.  A proposal to amend the Restated Certificate of Incorporation to enable stockholders who hold at least 20% of the outstanding common stock of American Airlines Group Inc. to call special meetings.

 

The Board of Directors recommends you vote AGAINST the following stockholder proposal:

 

5.  A shareholder proposal to enable stockholders who hold at least 10% of the outstanding common stock of American Airlines Group Inc. to call special meetings.

 

If any other matters properly come before the 2018 Annual Meeting of Stockholders or any adjournments or postponements thereof, the persons named as proxies will vote upon those matters according to their judgment. The Board of Directors of American Airlines Group Inc. is not aware of any other business to be presented to a vote of the stockholders at the 2018 Annual Meeting of Stockholders.

 

 

     Nominees are:

   
 

 

1a.   James F. Albaugh

   
 

 

1b.  Jeffrey D. Benjamin

   
 

 

1c.   John T. Cahill

   
 

 

1d.  Michael J. Embler

   
 

 

1e.   Matthew J. Hart

   
 

 

1f.   Alberto Ibargüen

   
 

 

1g.  Richard C. Kraemer

   
 

 

1h.  Susan D. Kronick

   
 

 

1i.   Martin H. Nesbitt

   
 

 

1j.   Denise M. O’Leary

   
 

 

1k.  W. Douglas Parker

   
 

 

1l.   Ray M. Robinson

   


 

 

 

 

 

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