Which governance-related proposals did American Airlines stockholders reject in 2026?

Stockholders did not approve an amendment to limit officer liability in the Restated Certificate of Incorporation, a stockholder right to act by written consent, or cumulative voting. Each proposal failed to achieve the required support levels described in the meeting results.

American Airlines (NASDAQ: AAL) stockholders back pay plan, reject officer liability limits

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

American Airlines Group Inc. reported results of its 2026 Annual Meeting of Stockholders. Stockholders approved an Amended and Restated 2023 Incentive Award Plan that increases the shares reserved for equity awards by 16,500,000 shares of common stock and allows certain tax-withheld shares on non-option awards to return to the plan’s share pool.

All director nominees were elected, and stockholders ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholders approved, on an advisory basis, executive compensation and the Amended 2023 Plan. Proposals to limit officer liability in the Restated Certificate of Incorporation, to provide a stockholder right to act by written consent, and to implement cumulative voting did not receive sufficient support. The company reported 661,385,137 shares of common stock issued, outstanding and entitled to vote at the meeting.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Additional incentive shares: 16,500,000 shares Shares entitled to vote: 661,385,137 shares Auditor ratification votes for: 438,670,632 votes +4 more

7 metrics

Additional incentive shares 16,500,000 shares Increase in shares reserved under Amended 2023 Incentive Award Plan

Shares entitled to vote 661,385,137 shares Common stock issued, outstanding and entitled to vote at 2026 meeting

Auditor ratification votes for 438,670,632 votes For KPMG LLP as independent auditor for year ending December 31, 2026

Executive pay advisory support 284,141,512 votes Votes for advisory approval of named executive officer compensation

Officer liability amendment votes for 270,464,196 votes Support for amendment to limit officer liability, which was not approved

Written consent proposal votes for 59,402,069 votes Support for stockholder right to act by written consent, not approved

Cumulative voting proposal votes for 10,018,677 votes Support for cumulative voting proposal, not approved

Key Terms

Amended 2023 Plan, 2026 Annual Meeting, independent registered public accounting firm, non-binding, advisory basis, +2 more

6 terms

Amended 2023 Plan financial

"The Amended 2023 Plan (i) increases the shares reserved for issuance under the plan by 16,500,000 shares..."

2026 Annual Meeting regulatory

"At the Company’s 2026 Annual Meeting of Stockholders held on June 10, 2026..."

independent registered public accounting firm regulatory

"The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm..."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding, advisory basis regulatory

"The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers..."

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

cumulative voting regulatory

"Advisory Vote on Stockholder Proposal for Cumulative Voting. The stockholders did not approve..."

A voting system for electing a company's board where each shareholder can pool all their votes and cast them for one or more board candidates rather than spreading votes evenly. Think of it like having 100 stickers you can put all on one favorite class representative instead of giving one sticker to each candidate. It matters to investors because it gives minority holders a realistic chance to secure board representation and influence company decisions, affecting governance, strategy and therefore investment value.

Restated Certificate of Incorporation regulatory

"Approve an Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of the Company’s Officers."

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

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Understanding 8-K Material Events →

06/10/2026 - 04:59 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2026

AMERICAN AIRLINES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

1-8400

75-1825172

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 Skyview Drive,

Fort Worth,

Texas

76155

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(682) 278-9000

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:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, $0.01 par value per share

AAL

The Nasdaq Global Select Market

Preferred Stock Purchase Rights

—

(1)

(1) Attached to the Common Stock

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


ITEM 5.02.			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of the Amended and Restated 2023 Incentive Award Plan. The Board of Directors (the “Board”) of American Airlines Group Inc. (the “Company”) previously adopted, subject to stockholder approval, an amendment and restatement of the American Airlines Group Inc. 2023 Incentive Award Plan (as amended and restated, the “Amended 2023 Plan”).

The Amended 2023 Plan (i) increases the shares reserved for issuance under the plan by 16,500,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”); and (ii) provides that shares tendered by a participant or withheld to satisfy any tax withholding obligation with respect to awards that are not options or stock appreciation rights will be again available for future grants under the plan.

At the Company’s 2026 Annual Meeting of Stockholders held on June 10, 2026 (the “2026 Annual Meeting”), the Company’s stockholders approved the Amended 2023 Plan.

The foregoing description of the Amended 2023 Plan is qualified in its entirety by reference to the text of the Amended 2023 Plan, attached as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”) and is incorporated herein by reference.


ITEM 5.07.			Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting, the stockholders of the Company voted on the following proposals, each of which is described in the Company’s Proxy Statement. Fractional shares have been rounded to the nearest whole number. There were 661,385,137 shares of Common Stock issued, outstanding and entitled to be voted at the 2026 Annual Meeting.

Proposal 1: Election of Directors.

The stockholders elected the following individuals to the Company’s Board of Directors:


Nominee	For	Against	Abstain	Broker Non-Votes
Adriane M. Brown	287,388,107	5,445,241	738,350	155,803,612
John T. Cahill	286,807,827	6,073,419	690,451	155,803,612
Mary N. Dillon	289,120,591	3,786,476	664,630	155,803,612
Kathryn M. Farmer	289,539,876	3,356,726	675,095	155,803,612
Matthew J. Hart	287,483,742	5,400,043	687,912	155,803,612
Robert D. Isom	288,576,041	4,340,402	655,254	155,803,612
Susan D. Kronick	286,576,786	6,246,343	748,569	155,803,612
Martin H. Nesbitt	260,060,698	32,817,804	693,195	155,803,612
Vicente Reynal	288,816,054	4,169,798	585,845	155,803,612
Gregory D. Smith	289,064,062	3,804,834	702,801	155,803,612
Douglas M. Steenland	287,816,678	4,974,143	780,876	155,803,612
Howard I. Ungerleider	288,612,245	4,252,964	706,488	155,803,612

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.


For	Against	Abstain
438,670,632	9,494,939	1,209,738

Proposal 3: Advisory Vote to Approve Executive Compensation.

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.


For	Against	Abstain	Broker Non-Votes
284,141,512	8,637,705	792,480	155,803,612

Proposal 4: Approve an Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of the Company’s Officers.

The stockholders did not approve the proposed amendment to the Company’s Restated Certificate of Incorporation to limit the liability of the Company’s officers, as the proposal did not receive the affirmative vote of at least a majority of the shares outstanding and entitled to vote for the election of directors for the 2026 Annual Meeting.


For	Against	Abstain	Broker Non-Votes
270,464,196	22,139,185	968,316	155,803,612

Proposal 5: Approve the Amended 2023 Plan.

The stockholders approved the Company’s Amended 2023 Plan.


For	Against	Abstain	Broker Non-Votes
282,870,232	9,920,906	780,559	155,803,612

Proposal 6: Advisory Vote on Stockholder Proposal for Stockholder Right to Act by Written Consent.

The stockholders did not approve a stockholder proposal that the Board consider a stockholder right to act by written consent.


For	Against	Abstain	Broker Non-Votes
59,402,069	232,549,168	1,620,459	155,803,612

Proposal 7: Advisory Vote on Stockholder Proposal for Cumulative Voting.

The stockholders did not approve a stockholder proposal that the Board consider cumulative voting.


For	Against	Abstain	Broker Non-Votes
10,018,677	281,843,732	1,709,287	155,803,612


ITEM 9.01.			FINANCIAL STATEMENTS AND EXHIBITS.


(d) Exhibits.

Exhibit No.						Description

10.1						American Airlines Group Inc. Amended and Restated 2023 Incentive Award Plan (incorporated by reference to Appendix B to American Airlines Group Inc.'s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2026).

104.1						Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	AMERICAN AIRLINES GROUP INC.

Date: June 10, 2026	By:	/s/ Michelle Earley
		Michelle Earley
		Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did American Airlines Group Inc. (AAL) stockholders approve at the 2026 Annual Meeting?

Stockholders approved the Amended 2023 Incentive Award Plan, all nominated directors, the ratification of KPMG LLP, and executive compensation on an advisory basis. These approvals confirm existing governance, compensation, and audit arrangements described in the company’s proxy materials for the 2026 meeting.

How many additional shares were reserved under American Airlines’ Amended 2023 Incentive Award Plan?

The Amended 2023 Incentive Award Plan increases shares reserved for issuance by 16,500,000 shares of common stock. It also allows certain shares withheld or tendered for tax obligations on non-option awards to become available again for future grants under the plan.

How many American Airlines (AAL) shares were entitled to vote at the 2026 Annual Meeting?

There were 661,385,137 shares of common stock issued, outstanding, and entitled to be voted at the 2026 Annual Meeting. These shares formed the basis for determining whether proposals received sufficient support under the company’s governance requirements.

Was the appointment of KPMG LLP as American Airlines’ auditor ratified for 2026?

Yes. Stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 438,670,632 votes for, 9,494,939 against, and 1,209,738 abstentions recorded.

How did American Airlines stockholders vote on executive compensation in 2026?

Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. The vote totals were 284,141,512 for, 8,637,705 against, and 792,480 abstentions, with additional broker non-votes reported in the meeting results.

Filing Exhibits & Attachments

4 documents