American Airlines Group Inc

This proposal asks stockholders to approve, on a non-binding advisory basis, the company’s named executive officers’ compensation as disclosed in the proxy. Management seeks this vote annually to confirm alignment between pay practices and stockholder expectations; the Compensation Committee uses performance-based short- and long-term incentives tied to profitability, operational reliability, and customer experience metrics, and includes features (clawback, stock ownership guidelines, minimum vesting, no repricing without approval) to mitigate risk and align interests. Context includes strong 2025 engagement with major investors and prior high say-on-pay support (>96% in 2025). The Board recommends a FOR vote, citing the Compensation Committee’s independent consultant review, robust governance (independent committee oversight), and evidence of pay for performance in recent outcomes (e.g., time- and performance-based RSUs). The vote is advisory, non-binding, but the Board will consider results in future determinations.

Proposal 4 requests stockholder approval to amend the company’s Restated Certificate of Incorporation to extend the exculpation provisions newly available under Delaware’s amended Section 102(b)(7) to officers as well as directors. Management frames the change as a market-aligned governance modernization to reduce personal liability exposure for Covered Officers for stockholder direct claims for breach of the duty of care (excluding duty of loyalty, bad faith/intentional misconduct, and improper personal benefit), arguing it will aid recruitment and retention and enable officers to act decisively without undue litigation risk. The board recommends FOR, emphasizing alignment of officer protections with director protections and noting that the amendment would not shield officers from claims by the corporation (derivative suits) or from breaches involving disloyalty or intentional misconduct. The vote requires a majority of all outstanding shares and is not merely advisory — if approved, the company intends to file the amendment with the Delaware Secretary of State.

Proposal 5 seeks shareholder approval for a substantial increase in the share reserve under the company’s long-term equity plan by 16.5 million shares (to 29,189,379 shares total) and changes to make withheld shares from non-option awards available for regrant. Management emphasizes retention and recruitment needs, benchmarking and historical burn-rate analysis supporting a 2–3 year runway for grants, and the inclusion of governance protections: no repricing without approval, no evergreen feature, minimum vesting, no dividends on unvested awards, and clawback. The Compensation Committee and independent consultant reviewed usage metrics and concluded the request is reasonable; approval is also needed to preserve ISO tax qualification.

This shareholder proposal, submitted by John Chevedden, asks the company to permit stockholders to act by written consent at the threshold required to authorize the same action at a meeting at which all shareholders entitled to vote were present and voting (i.e., the minimum vote necessary), without ownership holding periods or method-of-holding restrictions. The proponent argues the current 20% threshold to call a special meeting is too high and that written consent would provide a faster means to address governance concerns highlighted by 2025 operating and financial issues. Management opposes, citing that the existing governance framework (annual director elections, 20% special meeting threshold, proxy access, stockholder engagement) balances responsiveness and protection against opportunistic actions; management asserts written consent risks disenfranchisement and may allow narrow groups to effect major corporate actions without full notice or Board input. The Board recommends AGAINST. The substantive governance tradeoffs are between enabling faster minority shareholder action and protecting the company from potentially coercive or limited-notice solicitations; adoption would materially change how shareholder actions could be initiated and carries procedural and legal implications.

This shareholder proposal, submitted by the National Legal and Policy Center, requests adoption of cumulative voting so shareholders may allocate votes (shares owned multiplied by directors to be elected) and concentrate votes on specific nominees, enabling minority shareholders to elect directors and enhancing representation and accountability. The proponent frames cumulative voting as promoting board diversity and minority shareholder rights. Management opposes, arguing current majority/plurality voting, proxy access, annual elections, and resignation policies drive accountability and that cumulative voting risks enabling special-interest board entrants disproportionate to economic stake, potentially harming board cohesion and strategic oversight. The Board recommends AGAINST. The issue reflects fundamental governance tradeoffs between minority protection and potential board fragmentation or capture by small blocs.