[8-K] Allegiant Travel Company Reports Material Event

Rhea-AI Filing Summary

Allegiant Travel (NASDAQ:ALGT) filed an 8-K reporting results of its 26 June 2025 Annual Meeting.

• All eight director nominees were elected, each securing 14.1-15.2 million votes For versus 0.2-1.1 million Withheld.
• The non-binding say-on-pay resolution passed: 14,042,325 For; 1,132,548 Against; 95,010 Abstain.
• Shareholders approved an amendment to the 2022 Long-Term Incentive Plan (10,620,563 For; 4,632,238 Against).
• KPMG LLP was ratified as independent auditor for FY-2025 with 16,696,053 votes For (≈98.6% support).

No other material corporate actions were disclosed.

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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 26, 2025

Allegiant Travel Company

(Exact name of registrant as specified in its charter)

Nevada

001-33166

20-4745737

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1201 North Town Center Drive

Las Vegas, NV

89144

(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:

☐  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

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.

The 2025 Annual Meeting of Stockholders of the Company was held on June 26, 2025. 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.

						Votes For						Votes Withheld						Abstain
Maurice J. Gallagher, Jr.						14,980,065						281,276						8,542
Gregory Anderson						15,028,286						233,078						8,519
Montie Brewer						14,092,926						1,137,406						39,551
Gary Ellmer						14,945,587						309,603						14,693
Ponder Harrison						15,173,944						85,595						10,344
Linda A. Marvin						14,797,882						458,375						13,626
Sandra Morgan						14,874,401						341,206						54,276
Charles Pollard						14,947,026						307,785						15,072

There were 1,689,625 broker non-votes with respect to the election of Directors.

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

Votes For: 14,042,325

Votes Against: 1,132,548

Votes Abstaining: 95,010

Broker Non-votes: 1,689,625

3.Vote to approve an amendment to the Company’s 2022 Long-term Incentive Plan (proposal approved).

Votes For: 10,620,563

Votes Against: 4,632,238

Votes Abstaining: 17,082

Broker Non-votes: 1,689,625

4.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (proposal ratified):

Votes For: 16,696,053

Votes Against: 233,731

Votes Abstaining: 29,724

Broker Non-votes: None

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:  June 27, 2025			ALLEGIANT TRAVEL COMPANY
			By:			/s/ Robert J. Neal
			Name:			Robert J. Neal
			Title:			Executive Vice President and Chief Financial Officer

FAQ

Did ALGT shareholders re-elect all director nominees at the 2025 annual meeting?

Yes. All eight nominees received between 14.1 million and 15.2 million votes For and were elected to serve until the next annual meeting.

What was the vote outcome for Allegiant Travel's 2025 say-on-pay proposal (ALGT)?

The advisory executive compensation proposal passed with 14,042,325 For, 1,132,548 Against and 95,010 Abstentions.

Did Allegiant Travel shareholders approve changes to the 2022 Long-Term Incentive Plan?

Yes. The LTIP amendment was approved: 10,620,563 For; 4,632,238 Against; 17,082 Abstain; 1,689,625 broker non-votes.

Was KPMG LLP ratified as Allegiant Travel's auditor for fiscal 2025?

Yes. Shareholders ratified KPMG with 16,696,053 votes For, 233,731 Against and 29,724 Abstaining.