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DELTA AIR LINES INC /DE/ FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 27, 2014



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


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Source: Edgar Glimpses


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