Form 8-K

AMERICAN AIRLINES GROUP INC.

Date: June 14, 2017

/s/ Stephen L. Johnson

Stephen L. Johnson

Executive Vice President, Corporate Affairs

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 14, 2017

AMERICAN AIRLINES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

1-8400

75-1825172

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


4333 Amon Carter Blvd., Fort Worth, Texas				76155
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (817) 963-1234

N/A

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.07. Submission of Matters to a Vote of Security Holders.

On June 14, 2017, American Airlines Group Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”). At the 2017 Annual Meeting, the stockholders of the Company voted on the following proposals, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 1, 2017 (the “Proxy Statement”):

Proposal 1: Election of Directors.

The stockholders elected the following individuals to the Company’s Board of Directors:


Nominee	For		Against		Abstain		Broker Non-Votes
James F. Albaugh		362,486,515		3,199,432		521,302		81,731,825
Jeffrey D. Benjamin		362,490,552		3,193,816		522,881		81,731,825
John T. Cahill		362,223,883		3,445,327		538,039		81,731,825
Michael J. Embler		362,767,888		2,906,856		532,505		81,731,825
Matthew J. Hart		362,801,831		2,886,324		519,094		81,731,825
Alberto Ibargüen		362,187,278		3,505,938		514,033		81,731,825
Richard C. Kraemer		362,151,838		3,519,059		536,352		81,731,825
Susan D. Kronick		362,745,618		2,925,259		536,372		81,731,825
Martin H. Nesbitt		361,553,783		4,122,813		530,653		81,731,825
Denise M. O’Leary		362,359,463		3,322,818		524,968		81,731,825
W. Douglas Parker		359,378,549		6,053,083		775,617		81,731,825
Ray M. Robinson		356,612,405		9,072,339		522,505		81,731,825
Richard P. Schifter		361,881,514		3,791,370		534,365		81,731,825

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.


For	Against	Abstain	Broker Non-Votes
442,501,940	4,562,685	874,449	0

Proposal 3: Advisory Vote to Approve Executive Compensation.

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.


For	Against	Abstain	Broker Non-Votes
357,285,175	8,236,469	685,605	81,731,825

Proposal 4: Advisory Vote on the Frequency of the Advisory Vote to Approve Executive Compensation.

The stockholders selected, on a non-binding, advisory basis, 1 Year as the frequency of the advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.


1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
	344,617,664		699,054		20,246,028		644,503		81,731,825

Based on these results, the Company has decided to hold a stockholder advisory vote to approve the compensation of the Company’s named executive officers every year, until the next stockholder advisory vote on the frequency of the stockholder advisory vote on the compensation of named executive officers. A stockholder advisory vote on the frequency of stockholder advisory votes on the compensation paid to the Company’s named executive officers is required to be held at least once every six years.

Proposal 5: Stockholder Proposal Regarding an Independent Board Chairman.

The stockholder proposal to adopt a policy regarding an independent Board Chairman was not approved.


For	Against	Abstain	Broker Non-Votes
71,178,990	294,022,687	1,005,572	81,731,825

SIGNATURES

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