false 0001743907 0001743907 2024-06-12 2024-06-12

 

 

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 12, 2024

 

 

Sun Country Airlines Holdings, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-40217   82-4092570

(State of

Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

2005 Cargo Road

Minneapolis, MN

   55450
(Address of principal executive offices)   (Zip Code)

(651) 681-3900

(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:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   SNCY   The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

 

  a.

On June 12, 2024, Sun Country Airlines Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the final results of such voting are set forth below. A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024.

 

  b.

Proposal 1. To reelect Jude Bricker, Dave Davis, and Kerry Philipovitch to the board of directors of the Company (the “Board”) as Class III directors, in each case, for a term of three years expiring at the annual meeting of stockholders to be held in 2027. The Company’s stockholders duly elected Jude Bricker, Dave Davis, and Kerry Philipovitch, by at least a plurality of the votes cast, to serve as Class III directors until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified. The results of the voting were as follows:

 

Nominee

    Votes For      Votes Withheld      Broker Non-Votes  

Jude Bricker

      46,038,302        2,690,064        1,435,104  

Dave Davis

      40,907,661        7,820,705        1,435,104  

Kerry Philipovitch

      37,941,802        10,786,564        1,435,104  

Proposal 2. To vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers. The Company’s stockholders approved, on an advisory basis, the holding of an advisory vote to approve the compensation of the Company’s named executive officers “every 1 year”. The results of the voting were as follows:

 

Every 1 Year

      47,547,050  

Every 2 Years

      3,309  

Every 3 Years

      1,169,893  

Abstain

      8,114  

Broker Non-Votes

      1,435,104  

In light of the voting results on this advisory vote, and consistent with its recommendation to the Company’s stockholders, the Company’s Board determined that the Company will hold an advisory vote to approve the compensation of the Company’s named executive officers every year.

Proposal 3. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The Company’s stockholders approved the compensation of the Company’s named executive officers. The results of the voting were as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

46,277,977   2,441,127   9,262   1,435,104

Proposal 4.

To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the voting were as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

49,958,212   196,807   8,451   0

 

 

- 2 -

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 thereunto duly authorized.

 

Date: June 14, 2024   Sun Country Airlines Holdings, Inc.
    By:  

/s/ Erin Rose Neale

    Name:   Erin Rose Neale
    Title:   Senior Vice President, General Counsel and Secretary

 

- 3 -

v3.24.1.1.u2
Document and Entity Information
Jun. 12, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001743907
Document Type 8-K
Document Period End Date Jun. 12, 2024
Entity Registrant Name Sun Country Airlines Holdings, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-40217
Entity Tax Identification Number 82-4092570
Entity Address, Address Line One 2005 Cargo Road
Entity Address, City or Town Minneapolis
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55450
City Area Code (651)
Local Phone Number 681-3900
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol SNCY
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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