Current Report Filing (8-k)
24 February 2023 - 08:39AM
Edgar (US Regulatory)
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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 23, 2023
AMERICAN AIRLINES GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-8400 |
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75-1825172 |
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(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1 Skyview Drive, |
Fort Worth, |
Texas |
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76155 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(682) 278-9000
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
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Common Stock, $0.01 par value per share |
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AAL |
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The Nasdaq Global Select Market |
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Preferred Stock Purchase Rights |
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—
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(1)
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(1)
Attached to the Common Stock
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.
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Emerging growth company |
☐ |
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 CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
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On February 23, 2023, American Airlines Group Inc. (“AAG”)
announced that, effective April 30, 2023, Gregory D. Smith, who has
served as an independent member of AAG’s Board of Directors (the
“Board”) since January 2022, will assume the role of Chairman of
the Board. W. Douglas Parker, AAG’s former Chief Executive Officer
and current Chairman of the Board, will retire from the Board in
connection with the transition. Mr. Parker has served on the Board
since 2013.
Additionally, on February 23, 2023, AAG announced that Ray M.
Robinson and James F. Albaugh will retire from the Board at the end
of the current term, which coincides with AAG’s upcoming annual
meeting of stockholders. Messrs. Robinson and Albaugh have served
on the Board since 2005 and 2013, respectively.
In connection with the foregoing retirements, AAG intends to adjust
the authorized number of directors so that it comports with the
number of directors then serving in accordance with its
bylaws.
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ITEM 7.01. |
REGULATION FD DISCLOSURE.
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On February 23, 2023, AAG issued a press release announcing the
appointment of Mr. Smith as Chairman of the Board and the
retirement of Messrs. Albaugh, Parker and Robinson. The press
release is furnished herewith as Exhibit 99.1 and is incorporated
by reference into this Item 7.01.
The information in this 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. |
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Exhibit No. |
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Description |
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99.1 |
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104.1 |
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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.
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Date: February 23, 2023 |
By: |
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/s/ Priya R. Aiyar |
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Priya R. Aiyar |
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Executive Vice President, Corporate Affairs and Chief Legal
Officer |
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