Frontier Group Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Air Freight/Delivery Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 15, 2025
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code, and Registrant's telephone number, including area code)
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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 | Name of each exchange on which registered | ||||||||||||
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 May 15, 2025, Frontier Group Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter.
Proposal One: Election of Directors
The Company’s stockholders elected William A. Franke, Josh T. Connor, Patricia Salas Pineda and Nancy L. Lipson as members of the Company’s board of directors as Class I directors for a three-year term. The results of the vote were as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| William A. Franke | 193,415,735 | 3,148,919 | 16,689,226 | |||||||||||||||||
| Josh T. Connor | 194,999,979 | 1,564,675 | 16,689,226 | |||||||||||||||||
| Patricia Salas Pineda | 189,252,500 | 7,312,154 | 16,689,226 | |||||||||||||||||
| Nancy L. Lipson | 196,242,443 | 322,211 | 16,689,226 | |||||||||||||||||
Proposal Two: Approval of the Amendment and Restatement of the Company’s Amended and Restated Certificate of Incorporation to Provide for Exculpation of Officers and to Make Certain Other Administrative, Clarifying and Conforming Changes, Including to Reflect the Company’s Loss of Controlled Company Status in 2024
The Company’s stockholders approved the amendment and restatement of the Company’s amended and restated certificate of incorporation to provide for exculpation of officers and to make certain other administrative, clarifying and conforming changes, including to reflect the Company’s loss of controlled company status in 2024. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 173,500,680 | 23,027,873 | 36,101 | 16,689,226 | |||||||||||||||||
Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 212,766,747 | 423,006 | 64,127 | — | |||||||||||||||||
Proposal Four: Advisory Vote on the Approval of the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2024, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 167,805,198 | 629,806 | 28,129,650 | 16,689,226 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
104.1 | Cover page interactive data file (embedded within the Inline XBRL document). | |||||||
SIGNATURE
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.
| FRONTIER GROUP HOLDINGS, INC. | |||||||||||
Date: May 16, 2025 | By: | /s/ Howard M. Diamond | |||||||||
| Howard M. Diamond | |||||||||||
| Executive Vice President, Legal and Corporate Affairs | |||||||||||