UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 29, 2016
AMERICAN AIRLINES GROUP INC.
AMERICAN AIRLINES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8400 | 75-1825172 | ||
| Delaware | 1-2691 | 13-1502798 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 4333 Amon Carter Blvd., Fort Worth, Texas | 76155 | |||
| 4333 Amon Carter Blvd., Fort Worth, Texas | 76155 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code:
(817) 963-1234
(817) 963-1234
N/A
(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)) |
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTORS, APPOINTMENT OF CERTAIN OFFICERS, COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
This Amendment No. 1 to Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K of American Airlines Group Inc. (the “Company”) and American Airlines, Inc. (“American”) filed with the Securities and Exchange Commission on August 29, 2016, which reported the election of Robert D. Isom, Jr. as President of the Company and American. At the time of the filing of the Form 8-K on August 29, 2016, the Compensation Committee (the “Committee”) of the Board of Directors of the Company had not determined Mr. Isom’s compensation in connection with his promotion. This Amendment is being filed solely to report that on October 18, 2016, the Committee approved: (i) an increase in Mr. Isom’s annual base salary to $700,000 per year effective as of the date of Committee approval; (ii) an increase in Mr. Isom’s annual target cash incentive opportunity to 175% of his base salary (pro-rated based on the number of whole months served in each position during 2016); and (iii) a one-time promotion grant of 39,263 restricted stock units that will vest in three equal installments on each anniversary of the grant date subject to Mr. Isom’s continued employment through each vesting date.
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.
| AMERICAN AIRLINES GROUP INC. | ||||
| Date: October 20, 2016 |
By: | /s/ Stephen L. Johnson | ||
| Stephen L. Johnson | ||||
| Executive Vice President, Corporate Affairs | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN AIRLINES, INC. | ||||
| Date: October 20, 2016 |
By: | /s/ Stephen L. Johnson | ||
| Stephen L. Johnson | ||||
| Executive Vice President, Corporate Affairs | ||||