Alaska Air Group (NYSE: ALK) investors back board, executive pay and KPMG

Rhea-AI Filing Summary

Alaska Air Group, Inc. held its Annual Meeting of Stockholders on May 12, 2026, where all 10 director nominees were elected to one-year terms expiring at the 2027 Annual Meeting. Support levels varied by nominee, with Benito Minicucci receiving 78,024,523 votes for and 1,189,270 against.

Stockholders also approved, on an advisory basis, the compensation of the Company’s Named Executive Officers, with 71,795,621 votes for and 7,301,516 against. In addition, they ratified the appointment of KPMG LLP as independent registered public accountants for fiscal year 2026, with 86,203,330 votes for and 6,241,500 against.

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

Votes for Benito Minicucci: 78,024,523 votes Votes against Benito Minicucci: 1,189,270 votes Say-on-pay votes for: 71,795,621 votes +3 more

6 metrics

Votes for Benito Minicucci 78,024,523 votes Election as director at 2026 Annual Meeting

Votes against Benito Minicucci 1,189,270 votes Election as director at 2026 Annual Meeting

Say-on-pay votes for 71,795,621 votes Advisory approval of Named Executive Officers’ compensation

Say-on-pay votes against 7,301,516 votes Advisory approval of Named Executive Officers’ compensation

Auditor ratification votes for KPMG 86,203,330 votes Ratification as independent registered public accountants for 2026

Auditor ratification votes against 6,241,500 votes Ratification as independent registered public accountants for 2026

Key Terms

Broker Non-votes, Named Executive Officers, independent registered public accountants, advisory vote

4 terms

Broker Non-votes financial

"Broker Non Votes Patricia M. Bedient | 73,328,066 ... | 13,479,868"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Named Executive Officers financial

"advisory vote to approve the compensation of the Company’s Named Executive Officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accountants financial

"ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for fiscal year 2026"

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

advisory vote financial

"A board proposal seeking an advisory vote to approve the compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Understanding 8-K Material Events →

0000766421false00007664212026-05-142026-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

May 14, 2026

(Date of earliest event reported)

ALASKA AIR GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-8957						91-1292054
(Commission File Number)						(IRS Employer Identification No.)

19300 International Boulevard

Seattle

Washington

98188

(Address of Principal Executive Offices)

(Zip Code)

(206) 392-5040

(Registrant's Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

☐      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			Ticker Symbol			Name of each exchange on which registered
Common stock, $0.01 par value			ALK			New York Stock Exchange

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

☐ 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. ☐

This document is also available on our website at http://investor.alaskaair.com

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

(a) Alaska Air Group, Inc.'s (the "Company") Annual Meeting of Stockholders was held on May 12, 2026.

(b) At the Annual Meeting, all 10 director nominees were elected for one-year terms expiring on the date of the Annual Meeting in 2027. The results of the voting with respect to the election of directors were as follows:

Proposal 1. Election of nominees for the Board of Directors:

Board Nominees			For									Against									Abstain									Broker Non Votes
Patricia M. Bedient			73,328,066									5,875,484									117,994									13,479,868
James A. Beer			72,957,094									6,241,131									123,319									13,479,868
Raymond L. Conner			78,240,159									960,438									120,947									13,479,868
Daniel K. Elwell			78,696,129									502,575									122,840									13,479,868
Kathleen T. Hogan			70,430,880									8,768,973									121,691									13,479,868
Adrienne R. Lofton			78,662,240									535,577									123,727									13,479,868
Benito Minicucci			78,024,523									1,189,270									107,751									13,479,868
Helvi K. Sandvik			73,643,665									5,548,955									128,924									13,479,868
Peter A. Shimer			78,692,631									494,403									134,510									13,479,868
Eric K. Yeaman			73,558,873									5,613,488									149,183									13,479,868

The results of voting on Proposals 2 and 3 were as follows:

Proposal 2. A board proposal seeking an advisory vote to approve the compensation of the Company’s Named Executive Officers:

			Number of Votes
For			71,795,621
Against			7,301,516
Abstain			224,407
Broker Non-votes			13,479,868

Proposal 3. A board proposal seeking ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for fiscal year 2026:

			Number of Votes
For			86,203,330
Against			6,241,500
Abstain			356,582
Broker Non-votes			N/A

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ALASKA AIR GROUP, INC.                                                                           

Registrant

Date: May 14, 2026

/s/ KYLE B. LEVINE

Kyle B. Levine

Executive Vice President Corporate and Public Affairs,

Chief Legal Officer and Corporate Secretary

FAQ

What did Alaska Air Group (ALK) shareholders vote on at the 2026 annual meeting?

Shareholders voted on director elections, executive compensation, and auditor ratification. All 10 director nominees were elected, compensation for Named Executive Officers received advisory approval, and KPMG LLP was ratified as independent registered public accountants for fiscal year 2026.

Were all Alaska Air Group (ALK) director nominees elected in 2026?

Yes, all 10 director nominees were elected to one-year terms expiring at the 2027 Annual Meeting. Each nominee, including Benito Minicucci, Patricia M. Bedient, and others, received more votes “For” than “Against” despite differing opposition levels.

How did Alaska Air Group (ALK) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, compensation for Named Executive Officers with 71,795,621 votes for and 7,301,516 against. There were 224,407 abstentions and 13,479,868 broker non-votes, indicating majority support but a notable minority opposing the pay package.

Which audit firm did Alaska Air Group (ALK) shareholders ratify for fiscal 2026?

Shareholders ratified KPMG LLP as the independent registered public accountants for fiscal year 2026. The ratification received 86,203,330 votes for, 6,241,500 against, and 356,582 abstentions, reflecting strong shareholder support for continuing with KPMG as the external auditor.

When was Alaska Air Group’s (ALK) 2026 Annual Meeting of Stockholders held?

The Annual Meeting of Stockholders was held on May 12, 2026. At this meeting, investors voted on the election of directors, an advisory resolution on executive compensation, and the ratification of KPMG LLP as the company’s independent registered public accountants for fiscal year 2026.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB