Current Report on Form 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): April
30, 2007
|
DELTA
AIR LINES, INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
001-05424
|
58-0218548
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
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):
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Explanatory
Note:
The
Plan of Reorganization (the “Plan”) of Delta Air Lines, Inc. (“Delta”) provides
that, on the effective date of the Plan (the “Effective Date”), the term of the
members of Delta’s Board of Directors shall expire and such members shall be
replaced by the New Delta Board (as described below).
The
Plan states (1) that the New Delta Board will consist of 11 members; (2) that
one member will be the Chief Executive Officer of reorganized Delta; and (3)
that the other ten members will be chosen by the Creditors Committee in Delta’s
Chapter 11 case in consultation with Delta; provided that at least three of
such
members will be chosen from among the members of the Delta Board prior to the
Effective Date.
The
Effective
Date
of the Plan was April 30, 2007.
(b) On
April
30, 2007, in connection with the effectiveness of the Plan, the following
persons ceased to be members of Delta’s Board: Edward H. Budd; Domenico De
Sole; Patricia L. Higgins; Arthur E. Johnson; Karl J. Krapek; and John F. Smith,
Jr.
(d) On
April
30, 2007, in connection with the effectiveness of the Plan, the following
persons became members of Delta’s Board by operation of its Plan: Richard
H. Anderson; John S. Brinzo; Daniel A. Carp; Eugene I. Davis; Richard K. Goeltz;
Victor L. Lund; and Walter E. Massey. In addition, Gerald Grinstein
(Delta’s Chief Executive Officer), David R. Goode, Paula Rosput Reynolds and
Kenneth B. Woodrow continue to be members of the Board. Mr. Carp is serving
as
non-executive Chairman of the Board.
Committee
Memberships
The
following directors are members of the Audit Committee of the Board of
Directors: John S. Brinzo, Chair; Walter E. Massey; and Kenneth B.
Woodrow. Richard K. Goeltz and Victor L. Lund will become members of the
Committee effective July 1, 2007.
The
following directors are members of the Personnel & Compensation Committee of
the Board of Directors: David R. Goode, Chair; Richard H. Anderson; Daniel
A. Carp; Victor L. Lund; and Kenneth B. Woodrow.
The
following directors are members of the Corporate Governance Committee of the
Board of Directors: Daniel A. Carp, Chair; Richard H. Anderson; Eugene I. Davis;
Walter E. Massey; and Paula Rosput Reynolds.
The
following directors are members of the Finance Committee of the Board of
Directors: Richard K. Goeltz, Chair; John S. Brinzo; Eugene I. Davis; David
R.
Goode; and Paula Rosput Reynolds.
Director
Compensation
Under
a
director compensation program that became effective on April 30, 2007,
non-employee members of Delta’s Board of Directors receive a $40,000 annual cash
retainer, payable quarterly, and an annual stock retainer of shares of Delta
common stock with a value of $40,000, with a one year vesting requirement except
in cases of death, disability or a change in control (as defined in Delta’s 2007
Performance Compensation Plan). Committee chairs will receive an additional
$10,000 annual cash retainer, except for the chair of the Audit Committee,
who
will receive an additional $20,000 annual cash retainer, in each case payable
quarterly. The non-executive Chairman of the Board will be paid an additional
$125,000 annual cash retainer, payable quarterly.
Delta
provides complimentary travel and certain Delta Crown Room privileges for each
non-employee director, the director’s spouse, domestic partner or travel
companion and the director’s dependent children (“Director Flight Benefits”).
Each non-employee director who retires from the Board at or after age 52 with
at
least ten years of Board service, at or after age 68 with at least five years
of
Board service, or at his or her mandatory retirement date is eligible to receive
Director Flight Benefits during his or her life. Delta does not reimburse
non-employee directors or retired directors for taxes associated with their
use
of Director Flight Benefits.
Directors
(and all full-time employees and retirees) are eligible to participate in a
program under which a charitable foundation founded by Delta will match 50%
of a
participant’s cash contributions to accredited colleges and universities, with a
maximum match of up to $1,000 per calendar year on behalf of any
participant.
SIGNATURES
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/
Leslie P.
Klemperer
|
|
Date:
May 2, 2007
|
Leslie P. Klemperer
Vice President - Deputy General Counsel and
Secretary
|
4