Current Report Filing (8-k)
March 17 2020 - 4:48PM
Edgar (US Regulatory)
0000793733
false
0000793733
2020-03-16
2020-03-17
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iso4217:USD
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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): March 17, 2020
SKYWEST, INC.
(Exact name
of registrant as specified in its charter)
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Utah
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0-14719
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87-0292166
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation or organization)
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File Number)
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Identification No.)
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444 South River Road
St. George, Utah
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84790
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(Address of principal executive offices)
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(Zip Code)
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(435) 634-3000
(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:
¨
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:
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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, No Par Value
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SKYW
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (section 230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (section 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 5.04—TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S
EMPLOYEE BENEFIT PLANS
On February 20, 2020, SkyWest, Inc. (the “Company”)
filed a Current Report on Form 8-K reporting that it had elected to change the recordkeeper and trustee for the SkyWest, Inc. Employees’
Retirement Plan (the “Plan”). As previously reported, as a result of this change, there will be a blackout period in
which Plan participants and beneficiaries temporarily will be unable to obtain a loan or distribution or direct or diversify their
Plan investments, including investments in the Company’s common stock held in the Plan. This period of restriction is necessary
in order to transfer Plan account information and Plan assets from Wells Fargo Bank, N.A. to Charles Schwab Trust Bank, the new
recordkeeper and trustee. The blackout period was expected to begin at 4:00 p.m. Eastern time on March 17, 2020, and end during
the week of April 19, 2020 (the “Blackout Period”).
On March 17, 2020, the Company sent an updated notice regarding
the Blackout Period (the “Updated D&O Notice”) to its directors and Section 16 officers pursuant to Section 306
of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR of the Securities Exchange Act of 1934, as amended, notifying
them that due to ongoing market volatility as a result of the coronavirus (COVID-19), the transition to the new recordkeeper and
trustee for the Plan is being delayed for a minimum of 30 days, and as a result, the Blackout Period will also be delayed for at
least 30 days. The Updated D&O Notice updated the notice sent by the Company on February 17, 2020. An additional notice will
be circulated when the timing of the revised Blackout Period is known.
The foregoing description of the Updated
D&O Notice does not purport to be complete and is qualified in its entirety by reference to the complete text of the Updated
D&O Notice, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
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.
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SKYWEST, INC.
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Date: March 17, 2020
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By
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/s/ Eric J. Woodward
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Eric J. Woodward, Chief Accounting Officer
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