SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2016
DELTA AIR LINES, INC.
(State or other jurisdiction
P.O. Box 20706, Atlanta, Georgia 30320-6001
(Address of principal executive offices)
Registrant’s telephone number, including area code: (404) 715-2600
Registrant’s Web site address: www.delta.com
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):
[_] 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the Annual Meeting of Stockholders of Delta Air Lines, Inc. (the “Company”) held on June 10, 2016, our stockholders approved an amendment and restatement of the Performance Compensation Plan (the “Performance Compensation Plan”). The Performance Compensation Plan amends and restates the 2007 Performance Compensation Plan currently in effect.
The terms of the Performance Compensation Plan are unchanged, other than an increase of 6,650,000 in the number of shares authorized for issuance under the plan and an extension of the term of the plan through our 2026 annual meeting of stockholders (i.e., an additional ten years). For a description of the terms and conditions of the Performance Compensation Plan, see “Key Features of the Performance Compensation Plan” under “Item 3 – Approval of Amendment and Restatement of Performance Compensation Plan” in the definitive proxy statement for the Annual Meeting filed on April 29, 2016, which description is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s 2016 Annual Meeting, four proposals were voted upon by the Company’s stockholders. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed on April 29, 2016. A brief description of the proposals and the final results of the votes for each matter follows:
|1.||The stockholders elected all fourteen director nominees to serve as members of the Company’s Board of Directors until the Company’s 2017 Annual Meeting of Stockholders:|
|Richard H. Anderson||588,030,456||4,086,994||418,445||80,882,115|
|Edward H. Bastian||577,392,189||14,651,594||492,112||80,882,115|
|Francis S. Blake||589,102,449||2,800,942||632,504||80,882,115|
|Daniel A. Carp||589,985,093||1,921,756||629,046||80,882,115|
|David G. DeWalt||575,870,836||16,023,896||641,163||80,882,115|
|Thomas E. Donilon||590,977,471||913,198||645,226||80,882,115|
|William H. Easter III||587,782,489||4,116,095||637,311||80,882,115|
|Mickey P. Foret||588,507,447||3,428,686||599,762||80,882,115|
|Shirley C. Franklin||588,799,300||3,146,904||589,691||80,882,115|
|George N. Mattson||590,159,749||1,737,818||638,328||80,882,115|
|Douglas R. Ralph||589,481,398||2,413,748||640,749||80,882,115|
|Sergio A. L. Rial||589,129,352||2,775,477||631,066||80,882,115|
|Kathy N. Waller||587,773,689||4,117,534||644,672||80,882,115|
|Kenneth B. Woodrow||586,997,949||4,897,240||640,706||80,882,115|
|2.||The stockholders approved the advisory vote on executive compensation:|
|3.||The stockholders approved the amendment and restatement of our Performance Compensation Plan:|
|4.||The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for 2016:|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|DELTA AIR LINES, INC.|
|By: /s/ Peter W. Carter|
|Date: June 10, 2016||Peter W. Carter,|
Executive Vice President & Chief Legal Officer