SEC Form DEFA14A filed by American Airlines Group Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
AMERICAN AIRLINES GROUP INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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P.O. BOX 8016, CARY, NC 27512-9903
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American Airlines Group Inc.
Annual Meeting of Stockholders
Wednesday, June 10, 2026 9:00 AM, Central Time
Annual Meeting to be held via the internet - please visit www.proxydocs.com/AAL for more details.
You must register to attend the meeting online and/or participate at www.proxydocs.com/AAL
For a convenient way to view the proxy materials, VOTE, and obtain instructions for how to attend the meeting, go to www.proxydocs.com/AAL.
To vote your proxy while visiting this site, you will need the 12 digit control number in the box below.
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting.
Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet.
If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s meeting, you must make this request on or before May 29, 2026. Unless requested, you will not otherwise receive a paper or email copy. |
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Meeting Materials: Notice of Meeting, Proxy Statement and Annual Report
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on June 10, 2026. For Stockholders of Record as of April 13, 2026.
To request paper materials, use one of the following methods.
Internet: www.investorelections.com/AAL
Call: 1-866-648-8133
Email: paper@investorelections.com
* If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material.
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| Have the 12 digit control number located in the box above available when you access the website or call and follow the instructions. | ||||
| SEE REVERSE FOR AN OVERVIEW OF PROPOSALS BEING PRESENTED | ||||
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American Airlines Group Inc. Annual Meeting of Stockholders |
Overview of Proposals:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR PROPOSALS 1, 2, 3, 4 AND 5
AGAINST PROPOSALS 6 AND 7
| PROPOSAL | ||
| 1. | A proposal to elect 12 directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified | |
| 1.01 Adriane M. Brown | ||
| 1.02 John T. Cahill | ||
| 1.03 Mary N. Dillon | ||
| 1.04 Kathryn M. Farmer | ||
| 1.05 Matthew J. Hart | ||
| 1.06 Robert D. Isom | ||
| 1.07 Susan D. Kronick | ||
| 1.08 Martin H. Nesbitt | ||
| 1.09 Vicente Reynal | ||
| 1.10 Gregory D. Smith | ||
| 1.11 Douglas M. Steenland | ||
| 1.12 Howard I. Ungerleider | ||
| 2. | A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 | |
| 3. | A proposal to approve, on a non-binding, advisory basis, executive compensation as disclosed in the Proxy Statement for the 2026 Annual Meeting of Stockholders | |
| 4. | A proposal to amend our Restated Certificate of Incorporation to limit the liability of our officers as permitted by Delaware law | |
| 5. | A proposal to approve the Amended and Restated 2023 Incentive Award Plan | |
| 6. | Advisory vote on stockholder proposal for stockholder right to act by written consent, if properly presented | |
| 7. | Advisory vote on stockholder proposal regarding cumulative voting for Board elections, if properly presented | |
| 8. | Such other business as may properly come before the 2026 Annual Meeting of Stockholders or any adjournments or postponements of the Annual Meeting | |