Allegiant (NASDAQ: ALGT) investors back share issuance for Sun Country merger
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Allegiant Travel Company reported that its stockholders approved issuing new common shares required to complete its previously announced merger with Sun Country Airlines Holdings, Inc.
At the special meeting, 16,060,619 of 18,448,344 eligible shares were represented, about 87.05% of shares outstanding as of the record date. The share issuance proposal passed overwhelmingly, with 15,997,541 votes for, 34,204 against, and 28,874 abstaining. Because the proposal was approved, a separate adjournment proposal was not needed.
Positive
- Strong shareholder approval for merger share issuance: Approximately 87.05% of eligible shares were represented, and 15,997,541 votes supported the share issuance with only 34,204 against, clearing a key condition for moving the Sun Country merger forward.
Negative
- None.
Insights
Shareholders strongly backed Allegiant’s Sun Country merger share issuance.
Allegiant Travel Company obtained stockholder approval to issue new common shares needed under its merger agreement with Sun Country Airlines. This approval removes a key corporate governance hurdle and allows Allegiant to proceed toward closing the two-step merger structure described.
Turnout was high, with about 87.05% of eligible shares represented. The share issuance proposal drew very strong support, with 15,997,541 votes in favor versus only 34,204 against. These results suggest broad stockholder alignment with management’s plan for the combined business, although the filing does not address deal terms, timing, or regulatory conditions, which will be detailed in other documents.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Shares outstanding on record date: 18,448,344 shares
Shares represented at meeting: 16,060,619 shares
Participation rate: 87.05%
+3 more
6 metrics
Shares outstanding on record date
18,448,344 shares
Common stock outstanding and entitled to vote as of March 25, 2026
Shares represented at meeting
16,060,619 shares
Shares present in person or by proxy at the special meeting
Participation rate
87.05%
Percentage of outstanding common shares represented at the special meeting
Votes for share issuance
15,997,541 votes
Support for Share Issuance Proposal
Votes against share issuance
34,204 votes
Opposition to Share Issuance Proposal
Abstentions on share issuance
28,874 votes
Abstaining votes on Share Issuance Proposal
Key Terms
Agreement and Plan of Merger, special meeting of stockholders, Share Issuance Proposal, Adjournment Proposal, +1 more
5 terms
Agreement and Plan of Merger financial
"entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sun Country Airlines Holdings, Inc."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
special meeting of stockholders financial
"The Company held a special meeting of stockholders on May 8, 2026 (the “Special Meeting”)."
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
Adjournment Proposal financial
"Proposal to give the Company’s board of directors authority to adjourn the Special Meeting ... (the “Adjournment Proposal”)."
An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.
Merger Subs financial
"Merger Sub 2, together with Merger Sub 1, the “Merger Subs”"
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): May 8, 2026
| (Exact name of registrant as specified in its charter) | ||||||||||||||||||||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||||||||||||||
Registrant’s telephone number, including area code: (702 ) 851-7300
| N/A | ||||||||||||||||||||||||||||||||
| (Former name or former address, if changed since last report.) | ||||||||||||||||||||||||||||||||
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Common stock, par value $0.001 | ALGT | NASDAQ Stock Market | ||||||||||||
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. ☐
Section 5 Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
On January 11, 2026, Allegiant Travel Company, a Nevada corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sun Country Airlines Holdings, Inc., a Delaware corporation (“Sun Country”), Mirage Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub 1”), and Sawdust Merger Sub, LLC, a Nevada limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub 2”, together with Merger Sub 1, the “Merger Subs”), providing for the merger of Merger Sub 1 with and into Sun Country (the “First Merger”), with Sun Country surviving the First Merger as a direct wholly owned subsidiary of the Company and immediately following the First Merger, the merger of Sun Country with and into Merger Sub 2 (the “Second Merger”), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of the Company.
The Company held a special meeting of stockholders on May 8, 2026 (the “Special Meeting”). The Special Meeting was held in order for the stockholders of the Company to vote on the following proposals set forth in the Company’s definitive proxy statement (the “Proxy Statement”) filed by the Company with the U.S. Securities and Exchange Commission on March 31, 2026. As of the close of business on March 25, 2026, the record date for the Special Meeting, the Company had a total of 18,448,344 shares of common stock, par value $0.001 (“Company Common Stock”) outstanding and entitled to vote at the Special Meeting, of which 16,060,619 shares, representing approximately 87.05 percent of the outstanding shares of Company Common Stock were represented at the Special Meeting in person or by proxy. Each matter voted upon at the Special Meeting and the final results of the voting on each such matter are presented below. For a complete description of the matters voted upon at the Special Meeting, see the Proxy Statement.
1.Share Issuance Proposal. Proposal to approve the issuance of shares of Company Common Stock pursuant to the Merger Agreement (the “Share Issuance Proposal”). Company stockholders approved the Share Issuance Proposal by the following count:
| Votes For: | 15,997,541 | ||||
| Votes Against: | 34,204 | ||||
| Votes Abstaining: | 28,874 | ||||
2.Adjournment Proposal. Proposal to give the Company’s board of directors authority to adjourn the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal (the “Adjournment Proposal”). The vote on the Adjournment Proposal was not determined as the requisite number of stockholders voted to approve the Share Issuance Proposal.
SIGNATURE
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.
| Date: May 8, 2026 | ALLEGIANT TRAVEL COMPANY | ||||||||||
| By: | /s/ Robert J. Neal | ||||||||||
| Name: | Robert J. Neal | ||||||||||
| Title: | President and Chief Financial Officer | ||||||||||
FAQ
Why was an adjournment proposal on Allegiant’s ballot and what happened to it?
The adjournment proposal would have allowed Allegiant’s board to postpone the special meeting to solicit more proxies if support was insufficient. Because shareholders approved the share issuance proposal with ample votes, the meeting did not need to be adjourned and that proposal was not decided.
How is Sun Country being combined with Allegiant under the merger structure?
Under the merger agreement, a wholly owned Allegiant subsidiary will first merge into Sun Country, making Sun Country a direct Allegiant subsidiary. Sun Country will then merge into a second Allegiant subsidiary, which will survive as a direct, wholly owned subsidiary of Allegiant.