0001362468falseLas VegasNV00013624682023-06-232023-06-23

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Date of Report (Date of earliest event reported): June 21, 2023

Registrant’s telephone number, including area code:              (702) 851-7300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as in Rule 405 of the Securities Act of 1933 (Section 17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

The 2023 Annual Meeting of Stockholders of the Company was held on June 21, 2023. The following proposals were voted on with the results indicated below:

1.Election of a Board of Directors of eight members to hold office until the next Annual Meeting of Stockholders or until their respective successors have been elected or appointed.

There were 746,832 broker non-votes with respect to the election of Directors.

2.Advisory vote approving executive compensation (proposal approved):

Votes For: 9,522,979

Votes Against: 6,943,528

Votes Abstaining: 60,932

3.Advisory vote on frequency of future votes on executive compensation (an annual vote is the preference of a majority of the shares):

Every 1 year: 13,355,365

Every 2 years: 10,469

Every 3 years: 3,157,706

Votes Abstaining: 3,899

4.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (proposal ratified):

Votes For: 17,258,940

Votes Against: 9,526

Votes Abstaining: 5,805

Broker Non-votes: None

5.Stockholder proposal regarding having an independent chairman of the Board (proposal rejected):

Votes For: 6,169,056

Votes Against: 10,343,162

Votes Abstaining: 15,221

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Allegiant Travel Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.