Delta Air Lines Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of 14 director nominees to serve one-year terms.

2. 2

   Advisory vote on executive compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of named executive officers ('say on pay').

   More detail

   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.

3. 3

   Ratification of the Appointment of Independent Auditors

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as Delta’s independent auditors for 2026.

4. 4

   Shareholder Right to Act by Written Consent

   Shareholder — John CheveddenBoard: AGAINST

   Shareholder proposal to permit shareholders to act by written consent, enabling shareholders holding the minimum number of votes necessary to authorize actions to act without a meeting.

   More detail

   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.

5. 5

   Cumulative Voting for the Election of Directors

   Shareholder — National Legal and Policy CenterBoard: AGAINST

   Shareholder proposal requesting adoption of cumulative voting for director elections so shareholders can allocate multiple votes per share to a single nominee.

   More detail

   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.

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When is the Delta Air Lines Inc 2026 annual meeting?

Delta Air Lines Inc (DAL) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Delta Air Lines Inc 2026 meeting?

The record date for the Delta Air Lines Inc 2026 meeting is Thursday, April 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Delta Air Lines Inc's 2026 meeting?

The board is presenting 14 director nominees at the Delta Air Lines Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Delta Air Lines Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Delta Air Lines Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.