Independent
Tenure on this board
17.5 yrs
13 nominees · 4 ballot items.
Election of thirteen directors; advisory vote to approve named executive officer compensation (say-on-pay); ratification of Ernst & Young LLP as independent registered public accounting firm; approval to amend the 2020 Crewmember Stock Purchase Plan to increase authorized shares by 20,000,000; and other business as may properly come before the meeting.
Elect thirteen directors named in the proxy statement to hold office until the 2027 annual meeting and until their successors are elected and qualified.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
Management is asking shareholders to cast a non-binding advisory vote approving the compensation of the named executive officers as detailed in the Compensation Discussion and Analysis, tables, and narrative. The Board recommends a vote FOR, emphasizing that the program emphasizes pay-for-performance, places a substantial portion of executive pay at-risk, reinstated a full-year performance measurement for STI, increased emphasis on financial metrics, and added Relative TSR to LTIs to better align with stockholder returns. The proposal is routine in modern proxies as an annual advisory item; although non-binding, the Compensation Committee will consider results in future compensation decisions. Key context: the company completed a year of transition (JetForward) with performance improvements and settled certain one-time retention and transaction awards; management highlights that >85% of CEO pay was at-risk in 2025 and that stockholder engagement informed compensation changes. The Board’s recommendation rationale centers on alignment with strategy, market competitiveness, and responsiveness to stockholder feedback; risks include stockholder disagreement as it is advisory and the potential for future adjustments if support declines.
Ratify appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026.
Approve amendment to increase the number of shares authorized for issuance under the 2020 Crewmember Stock Purchase Plan by 20,000,000 shares.
Management seeks shareholder approval to amend the Company’s 2020 Crewmember Stock Purchase Plan to increase the authorized share reserve by 20,000,000 shares to a total of 72,530,985 shares. The Board argues the plan fosters crewmember ownership and is a key retention and recruitment tool amid competitive labor markets; the Company reports high participation (36% at Nov 1, 2025) and expects near depletion of available shares by April 30, 2026 without additional authorization. The amendment is not expected to change other plan terms. The Board considered burn rate, dilution, and overhang metrics and believes the cost is justified to maintain the plan’s operation. Potential stockholder concerns include dilution (additional authorized shares represent an increase in potential issuance) and timing given prevailing share-price volatility and the company’s recent financial performance; management frames the change as necessary to continue offering the program to ~25,000 eligible crewmembers and to support alignment between crewmembers and stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ICAHN CARL CActivist | 9.04% | 33,621,735 | $149M |
| 2 | BlackRock, Inc. | 8.47% | 31,500,530 | $139M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.57% | 17,016,101 | $75M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.47% | 12,913,754 | $57M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.43% | 12,778,450 | $56M |
| 6 | STATE STREET CORP | 3.41% | 12,677,092 | $56M |
| 7 | TWO SIGMA INVESTMENTS, LP | 3.18% | 11,843,102 | $52M |
| 8 | BlackRock, Inc. | 2.44% | 9,070,311 | $40M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.76% | 6,548,622 | $29M |
| 10 | JACOBS LEVY EQUITY MANAGEMENT, INC | 1.66% | 6,164,757 | $27M |
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