Independent
Tenure on this board
15.3 yrs
6 nominees · 3 ballot items.
Election of six directors; advisory non-binding vote to approve named executive officer compensation; ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect six director nominees (Ellen N. Artist, David Grizzle, Michael C. Lenz, Ruth Okediji, Barry W. Ridings and James E. Sweetnam) to the Board for one-year terms.
Advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
The proposal seeks an advisory, non-binding shareholder endorsement of the Company’s named executive officer compensation as disclosed in the proxy statement, including tables and narrative. Management and the compensation committee are asking for approval to reaffirm their approach — which emphasizes pay-for-performance, a mix of cash and equity compensation, and performance metrics tied to operational (CCF, CD-0), financial (pre-tax income), and strategic goals — to support attraction and retention of executive talent post-Merger. While non-binding, the Board will consider the vote outcome in evaluating compensation policies. The context includes recent corporate changes (the Merger with Legacy Republic and management reconstitution), shifts to performance-based LTI awards in 2026, and substantial at-risk compensation; the Board’s recommendation is FOR due to alignment with strategic goals and shareholder value creation, while investors assessing this should consider the influence of merger-related awards and retention grants and potential governance concerns around single-CEO/Chair overlap and severance/change-in-control protections.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | United Airlines Holdings, Inc. | 22.4% | 10,490,745 | $188M |
| 2 | American Airlines Group Inc. | 20.8% | 9,755,889 | $174M |
| 3 | DELTA AIR LINES, INC. | 14.5% | 6,770,601 | $121M |
| 4 | CONTRARIAN CAPITAL MANAGEMENT, L.L.C. | 9.5% | 4,446,210 | $72M |
| 5 | Owl Creek Asset Management, L.P. | 9.0% | 4,231,246 | $76M |
| 6 | PAR CAPITAL MANAGEMENT INCActivist | 1.1% | 506,844 | $9M |
| 7 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.7% | 318,807 | $6M |
| 8 | BlackRock, Inc. | 0.7% | 304,401 | $5M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 0.5% | 225,283 | $4M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.4% | 189,912 | $3M |
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