Frontier Group (ULCC) shareholders approve board slate, 2025 pay and EY as 2026 auditor

Rhea-AI Filing Summary

Frontier Group Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected four Class II directors — Andrew S. Broderick, Bernard L. Han, Anthony D. Salcido and Alejandro D. Wolff — each for a three-year term, with Broderick receiving 189,855,666 votes for and Wolff 182,110,606 votes for.

Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 207,775,426 votes for. In an advisory, non-binding vote, stockholders approved the compensation of the company’s named executive officers for 2025, with 156,283,918 votes for and 28,140,583 abstentions.

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

Broderick votes for: 189,855,666 votes Wolff votes for: 182,110,606 votes Auditor ratification for: 207,775,426 votes +4 more

7 metrics

Broderick votes for 189,855,666 votes Election of director Andrew S. Broderick, Proposal One

Wolff votes for 182,110,606 votes Election of director Alejandro D. Wolff, Proposal One

Auditor ratification for 207,775,426 votes Ratification of Ernst & Young LLP for 2026, Proposal Two

Auditor ratification against 666,947 votes Ratification of Ernst & Young LLP for 2026, Proposal Two

Say-on-pay for 156,283,918 votes Advisory approval of 2025 executive compensation, Proposal Three

Say-on-pay abstain 28,140,583 votes Advisory approval of 2025 executive compensation, Proposal Three

Broker non-votes 17,604,354 votes Each applicable proposal at 2026 Annual Meeting

Key Terms

Annual Meeting of Stockholders, independent registered public accounting firm, advisory (non-binding) basis, broker non-votes, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young 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.

advisory (non-binding) basis regulatory

"approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers"

broker non-votes regulatory

"Broker Non-Votes 207,775,426 | 666,947 | 74,854 | —"

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

"the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025"

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.

Understanding 8-K Material Events →

0001670076FALSE00016700762026-05-142026-05-14

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 14, 2026

___________________________________

Frontier Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware			001-40304			46-3681866
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

4545 Airport Way

Denver, CO 80239

(720) 374-4550

(Address of principal executive offices, including zip code, and Registrant's telephone number, including area code)

___________________________________

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, $0.001 par value per share

ULCC

The Nasdaq Stock Market LLC

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 5.07    Submission of Matters to a Vote of Security Holders.

On May 14, 2026, Frontier Group Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter.

Proposal One: Election of Directors

The Company’s stockholders elected Andrew S. Broderick, Bernard L. Han, Anthony D. Salcido and Alejandro D. Wolff as members of the Company’s board of directors as Class II directors for a three-year term. The results of the vote were as follows:

Nominee						For						Against						Abstain						Broker Non-Votes
Andrew S. Broderick						189,855,666						999,452						57,755						17,604,354
Bernard L. Han						188,874,710						1,980,463						57,700						17,604,354
Anthony D. Salcido						190,388,423						466,654						57,796						17,604,354
Alejandro D. Wolff						182,110,606						8,744,511						57,756						17,604,354

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:

For						Against						Abstain						Broker Non-Votes
207,775,426						666,947						74,854						—

Proposal Three: Advisory Vote on the Approval of the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The results of the vote were as follows:

For						Against						Abstain						Broker Non-Votes
156,283,918						6,488,372						28,140,583						17,604,354

SIGNATURE

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 hereunto duly authorized.

									FRONTIER GROUP HOLDINGS, INC.
Date: May 15, 2026						By:			/s/ Howard M. Diamond
									Howard M. Diamond
									Executive Vice President, Legal and Corporate Affairs

FAQ

What did Frontier Group Holdings (ULCC) stockholders vote on at the 2026 annual meeting?

Frontier Group Holdings stockholders voted on three items: electing four Class II directors, ratifying Ernst & Young LLP as auditor for 2026, and approving, on an advisory basis, 2025 executive compensation as described in the company’s proxy statement.

Were Frontier Group Holdings (ULCC) director nominees elected at the 2026 annual meeting?

Yes. Stockholders elected Andrew S. Broderick, Bernard L. Han, Anthony D. Salcido and Alejandro D. Wolff as Class II directors for three-year terms. Support ranged from 182,110,606 to 190,388,423 votes in favor, with additional broker non-votes reported.

Did Frontier Group Holdings (ULCC) stockholders ratify the company’s auditor for 2026?

Yes. Stockholders ratified the appointment of Ernst & Young LLP as Frontier Group Holdings’ independent registered public accounting firm for the year ending December 31, 2026, with 207,775,426 votes for, 666,947 against and 74,854 abstentions recorded in the results.

How did Frontier Group Holdings (ULCC) stockholders vote on executive compensation?

Stockholders approved, on a non-binding advisory basis, the compensation of Frontier Group Holdings’ named executive officers for 2025. The vote totals were 156,283,918 for, 6,488,372 against and 28,140,583 abstentions, along with reported broker non-votes on this proposal.

What were the broker non-vote totals reported by Frontier Group Holdings (ULCC)?

For the director elections and the advisory vote on executive compensation, Frontier Group Holdings reported 17,604,354 broker non-votes on each relevant proposal. Broker non-votes occur when intermediaries lack authority to vote uninstructed shares on certain matters.

Which exchange lists Frontier Group Holdings (ULCC) common stock?

Frontier Group Holdings’ common stock, with a par value of $0.001 per share and trading symbol ULCC, is listed on The Nasdaq Stock Market LLC. This listing information was provided alongside the 2026 Annual Meeting voting results disclosure.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB