Washington, D.C. 20549




Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 10, 2016



(Exact name of registrant as specified in its charter)


Delaware 001-05424 58-0218548  

(State or other jurisdiction

of incorporation)


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):


[_]  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.


(e) At the Annual Meeting of Stockholders of Delta Air Lines, Inc. (the “Company”) held on June 10, 2016, our stockholders approved an amendment and restatement of the Performance Compensation Plan (the “Performance Compensation Plan”). The Performance Compensation Plan amends and restates the 2007 Performance Compensation Plan currently in effect.


The terms of the Performance Compensation Plan are unchanged, other than an increase of 6,650,000 in the number of shares authorized for issuance under the plan and an extension of the term of the plan through our 2026 annual meeting of stockholders (i.e., an additional ten years). For a description of the terms and conditions of the Performance Compensation Plan, see “Key Features of the Performance Compensation Plan” under “Item 3 – Approval of Amendment and Restatement of Performance Compensation Plan” in the definitive proxy statement for the Annual Meeting filed on April 29, 2016, which description is incorporated herein by reference.


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


At the Company’s 2016 Annual Meeting, four proposals were voted upon by the Company’s stockholders. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed on April 29, 2016. 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 2017 Annual Meeting of Stockholders:



For Against Abstain



Richard H. Anderson 588,030,456 4,086,994 418,445 80,882,115
Edward H. Bastian 577,392,189 14,651,594 492,112 80,882,115
Francis S. Blake 589,102,449 2,800,942 632,504 80,882,115
Daniel A. Carp 589,985,093 1,921,756 629,046 80,882,115
David G. DeWalt 575,870,836 16,023,896 641,163 80,882,115
Thomas E. Donilon 590,977,471 913,198 645,226 80,882,115
William H. Easter III 587,782,489 4,116,095 637,311 80,882,115
Mickey P. Foret   588,507,447 3,428,686 599,762 80,882,115
Shirley C. Franklin 588,799,300 3,146,904 589,691 80,882,115
George N. Mattson 590,159,749 1,737,818 638,328 80,882,115
Douglas R. Ralph 589,481,398 2,413,748 640,749 80,882,115
Sergio A. L. Rial 589,129,352 2,775,477 631,066 80,882,115
Kathy N. Waller 587,773,689 4,117,534 644,672 80,882,115
Kenneth B. Woodrow 586,997,949 4,897,240 640,706 80,882,115








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





Broker Non-Votes
580,220,262 11,024,001 1,291,632 80,882,115


3.The stockholders approved the amendment and restatement of our Performance Compensation Plan:





Broker Non-Votes
566,933,033 24,791,070 811,792 80,882,115


4.The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for 2016:





Broker Non-Votes
655,437,943 16,363,799 1,616,268 Not Applicable














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.



  By:  /s/ Peter W. Carter                      
Date:  June 10, 2016 Peter W. Carter,
Executive Vice President & Chief Legal Officer