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 27, 2014

 

 

DELTA AIR LINES, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware 001-05424 58-0218548  

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

P.O. Box 20706, Atlanta, Georgia 30320-6001

(Address of principal executive offices)

 

 

Registrant’s telephone number, including area code: (404) 715-2600

 

 

Registrant’s Web site address: www.delta.com

 

 

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 (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

At the Annual Meeting of Stockholders of Delta Air Lines, Inc. (the “Company”) held on June 27, 2014 (the “2014 Annual Meeting”), the Company’s stockholders voted on and approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) to increase the maximum size of the Board of Directors from fifteen (15) to eighteen (18).

 

An amendment to Article Six, Section 1(a) of the Certificate was filed with the Delaware Secretary of State on June 27, 2014 and was effective as of such date. The amendment to the Certificate is filed as Exhibit 3.1 to this Form 8-K.

 

In connection with the amendment to the Certificate to increase the maximum number of directors, the Company’s Board of Directors approved a conforming amendment to Article III, Section 1(a) of the Bylaws, effective following stockholder approval of the amendment to the Certificate.

 

The Company’s Bylaws, as amended through June 27, 2014, are attached as Exhibit 3.2 to this Form 8-K. The amendment to the Bylaws was effective on June 27, 2014. 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Company’s 2014 Annual Meeting, five proposals were voted upon by the Company’s stockholders. The proposals are described in detail in the Company’s definitive proxy statement filed on May 12, 2014. A brief description of the proposals and the final results of the votes for each matter follows:

 

1.           The stockholders elected all fourteen director nominees to serve as members of the Company’s Board of Directors until the Company’s 2015 Annual Meeting of Stockholders:

 

Nominee

 For Against Abstain

Broker

Non-Votes

Richard H. Anderson 620,614,136 627,092 367,025 88,366,853
Edward H. Bastian 619,619,568 1,577,806 410,879 88,366,853
Roy J. Bostock 603,188,807 17,896,779 522,667 88,366,853
John S. Brinzo 620,313,495 766,752 528,006 88,366,853
Daniel A. Carp 620,310,704 784,253 513,296 88,366,853
David G. DeWalt 617,958,762 3,135,465 514,026 88,366,853
William H. Easter III 620,414,934 668,307 525,012 88,366,853
Mickey P. Foret   619,857,673 1,258,182 492,398 88,366,853
Shirley C. Franklin 620,049,281 1,081,967 477,005 88,366,853
David R. Goode 614,471,074 6,646,591 490,588 88,366,853
George N. Mattson 620,372,237 709,625 526,391 88,366,853
Paula Rosput Reynolds 617,716,089 3,402,553 489,611 88,366,853
Kenneth C. Rogers 620,064,374 1,011,337 532,542 88,366,853
Kenneth B. Woodrow 620,281,599 793,375 533,279 88,366,853

 

2
 

2.         The stockholders approved the advisory vote on executive compensation:

 

For

 

 Against

Abstain

 

 Broker Non-Votes
608,267,506 6,570,787 6,769,960 88,366,853

 

3.          The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for 2014:

 

For

 

 Against

Abstain

 

 Broker Non-Votes
701,827,646 7,457,284 690,176 Not Applicable

 

4.         The stockholders approved the increase in the maximum number of directors:

 

For

 

 Against

Abstain

 

 Broker Non-Votes
600,738,967 20,303,173 566,113 88,366,853

 

5.          The stockholders did not approve the adoption of a stockholder proposal regarding an executive stock retention requirement:

 

For

 

 Against

Abstain

 

 Broker Non-Votes
140,526,690 468,194,607 12,886,956 88,366,853

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits.

 

  Exhibit 3.1 Amendment to Amended and Restated Certificate of Incorporation of Delta Air Lines, Inc.
     
  Exhibit 3.2 Delta Air Lines, Inc. Bylaws, as amended through June 27, 2014

 

3
 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

  DELTA AIR LINES, INC.
 

 

 

 

  By:  /s/ Richard B. Hirst                        
Date:  June 27, 2014

Richard B. Hirst
Executive Vice President and

Chief Legal Officer

 

 

4
 

 

EXHIBIT INDEX

 

 

Exhibit Number Description
   
Exhibit 3.1 Amendment to Amended and Restated Certificate of Incorporation of Delta Air Lines, Inc.
   
Exhibit 3.2    Delta Air Lines, Inc. Bylaws, as amended through June 27, 2014

 

 

 

 

 

5