Current Report Filing (8-k)
June 19 2015 - 3:37PM
Edgar (US Regulatory)
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): June 16, 2015
____________________
SPIRIT AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-35186 (Commission File Number) | 38-1747023 (IRS Employer Identification Number) |
2800 Executive Way
Miramar, Florida 33025
(Address of principal executive offices, including Zip Code)
(954) 447-7920
(Registrant's telephone number, including area code)
____________________
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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on June 16, 2015 in Chicago, Illinois. Of the 72,986,762 shares of voting common stock outstanding as of April 17, 2015, the record date, 68,321,512 shares, or approximately 93%, 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 April 28, 2015.
Proposal 1 - Election of Directors
The following three (3) Class I directors were elected to serve for three-year terms until the 2018 Annual Meeting of Stockholders or until their respective successors are elected and qualified.
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Name | Votes For | Against | Votes Withheld | Broker Non-Votes |
Robert D. Johnson | 60,172,518 | — | 1,003,312 | 7,145,682 |
Barclay G. Jones III | 60,171,203 | — | 1,004,627 | 7,145,682 |
Dawn M. Zier | 60,132,974 | — | 1,042,856 | 7,145,682 |
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, 2015
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For | Against | Abstain | Broker Non-Votes |
67,223,202 | 1,068,208 | 30,102 | — |
Proposal 3 - Approval on a Non-Binding, Advisory Basis of the Compensation of the Company's Named Executive Officers
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For | Against | Abstain | Broker Non-Votes |
44,501,401 | 16,432,134 | 242,295 | 7,145,682 |
Proposal 4 - Approval of the Company's 2015 Incentive Award Plan
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For | Against | Abstain | Broker Non-Votes |
58,093,472 | 2,975,120 | 107,238 | 7,145,682 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act:
Exhibit No. Description
99.1 Spirit Airlines' Shareholders elect Dawn M. Zier as New Board Member
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: June 19, 2015
SPIRIT AIRLINES, INC.
By: /s/ Thomas Canfield
Name: Thomas Canfield
Title: Senior Vice President and General Counsel
Spirit Airlines’ Shareholders Elect Dawn M. Zier as New Board Member
MIRAMAR, Fla. (June 19, 2015) - Spirit Airlines (NASDAQ: SAVE) announced today that its shareholders have elected Dawn M. Zier as its newest board member, effective June 16, 2015.
“We are looking forward to Dawn Zier becoming a member of our board,” said Spirit’s Chairman of the Board, Mac Gardner. “With Dawn’s demonstrated leadership and consumer marketing expertise we will add an experienced voice to help best position Spirit’s Bare Fare™ plus Frill Control™ model as we continue to implement our growth strategy.”
“I am impressed with the strategy that the management team has articulated to drive growth in this category,” said Ms. Zier. “I’m looking forward to partnering with President & CEO Ben Baldanza and the rest of the Board.”
Since November 2012, Ms. Zier has served as President and Chief Executive Officer of Nutrisystem Inc., a leading commercial provider of weight loss products and services, and as a member of its board of directors. She has led the turnaround of Nutrisystem by successfully changing the trajectory of the business and delivering customer and shareholder value with seven consecutive quarters of year-over-year growth. An engineer by education, Ms. Zier has spent most of her career in marketing, keeping her finger on the pulse of global consumers. Before joining Nutrisystem, Ms. Zier spent 20 years at Reader’s Digest Association, a global media and direct marketing company, serving in a range of leadership positions, most recently as president of the company’s international business. Before joining RDA, Ms. Zier held positions at AT&T, Chase Manhattan Bank, and Prodigy Services Corporation. She has an MBA from the MIT Sloan School of Management as well as a Master’s of Science degree in Electrical Engineering and Computer Science from MIT. She received her Bachelor’s of Engineering degree in Electrical Engineering and Computer Science from the State University of New York at Stony Brook.
About Spirit Airlines:
Spirit Airlines (NASDAQ: SAVE) is committed to offering the lowest total price to the places we fly, on average much lower than other airlines. Our customers start with an unbundled, stripped-down Bare Fare™ and get Frill Control™ which allows them to pay only for the options they choose - like bags, seat assignments and refreshments - the things other airlines bake right into their ticket prices. We help people save money and travel more often, create new jobs and stimulate business growth in the communities we serve. With our modern and fuel-efficient all-Airbus fleet, we operate more than 360 daily flights to 57 destinations in the U.S., Latin America and the Caribbean. Come save with us at www.spirit.com.
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