Delta Air Lines Inc

The proposal asks shareholders to approve, on a non-binding advisory basis, the company’s executive compensation as disclosed in the proxy statement. Management seeks this vote to confirm alignment of pay with performance, support its pay-for-performance philosophy, and obtain shareholder feedback. The board recommends FOR, citing that a substantial majority of shareholders supported prior say-on-pay votes and that the Personnel & Compensation Committee uses feedback to inform future decisions; the committee also points to rigorous performance measures, stock ownership guidelines, clawback policies, and alignment between executive and broad-based employee incentives as reasons to support management’s approach.

This shareholder proposal requests that the board adopt a right for shareholders to act by written consent, enabling shareholders holding the minimum votes necessary to authorize action without convening a meeting and without unnecessary ownership-duration or holding-method restrictions. The proponent, John Chevedden, argues this bolsters shareholder engagement and accountability, citing prior 43% support and asserting written consent could motivate directors to be more responsive during periods of underperformance evidenced by operational disruptions and stock underperformance. Management strongly opposes the proposal, arguing Delta already provides robust shareholder rights — including proxy access and the ability for holders of 20% of shares to call special meetings — and that written consent risks abuse by short-term actors, disenfranchising other shareholders, reducing transparency, and enabling action without adequate notice or broad shareholder input. The board recommends voting AGAINST, emphasizing existing governance mechanisms, shareholder engagement efforts, and the need to protect against potential misuse and fragmentation that a written consent mechanism could invite.

This shareholder proposal requests that the Board adopt cumulative voting for director elections, allowing shareholders to allocate multiple votes per share across nominees and enabling minority shareholders to concentrate votes to elect a director. The proponent, the National Legal and Policy Center, argues cumulative voting enhances minority shareholder protection, board diversity, and accountability. Management and the Board oppose the proposal, asserting majority voting and existing governance mechanisms (proxy access, annual elections, ability for 20% holders to call special meetings) adequately protect shareholders and that cumulative voting risks fragmenting the board and enabling special-interest representation; the Board recommends AGAINST.