Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 10, 2022
Date of Report (date of earliest event reported)
SPIRIT AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-35186
38-1747023
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
2800 Executive Way
Miramar,
Florida
33025
(Address of Principal Executive)
(Zip Code)
(954) 447-7920
(Registrant's telephone number, including area code)
(Former name or former address, 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:
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
Class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value
SAVE
New York Stock Exchange
Series A Preferred Stock Purchase Rights
SAVE
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 10, 2022 via live webcast at www.virtualshareholdermeeting.com/SAVE2022. Of the 108,612,618shares of voting common stock outstanding as of March 15, 2022, the record date, 74,376,522shares, or approximately 68.47%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting, each of which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 30, 2022.
Proposal 1 - Election of Directors
The following two (2) Class II directors were elected to serve for three-year terms until the 2025 annual meeting of stockholders or until their respective successors are elected and qualified.
Name
Votes For
Against
Votes Withheld
Broker Non-Votes
H. McIntyre Gardne
42,521,454
—
10,636,078
21,218,990
Myrna M. Soto
51,135,053
—
2,022,479
21,218,990
Proposal 2 - Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.
For
Against
Abstain
Broker Non-Votes
73,035,322
882,479
458,721
—
Proposal 3 - Approval on a non-binding, advisory basis, of the compensation of the Company's named executive officers.
For
Against
Abstain
Broker Non-Votes
50,608,412
2,208,519
340,601
21,218,990
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.
Date: May 12, 2022
SPIRIT AIRLINES, INC.
By: /s/ Thomas Canfield
Name: Thomas Canfield
Title: Senior Vice President-- General Counsel & Secretary
