Frontier Group Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ULCC
Air Freight/Delivery Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 23, 2024
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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 23, 2024, Frontier Group Holdings, Inc. (the “Company”) held its 2024 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 Barry L. Biffle, Brian H. Franke, Robert J. Genise, and Ofelia Kumpf as members of the Company’s board of directors as Class III directors for a three-year term. The results of the vote were as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Barry L. Biffle | 191,936,655 | 1,280,591 | 12,582,007 | |||||||||||||||||
| Brian H. Franke | 186,430,924 | 6,786,322 | 12,582,007 | |||||||||||||||||
| Robert J. Genise | 191,950,631 | 1,266,615 | 12,582,007 | |||||||||||||||||
| Ofelia Kumpf | 188,626,909 | 4,590,337 | 12,582,007 | |||||||||||||||||
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, 2024. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 205,265,708 | 261,168 | 272,377 | — | |||||||||||||||||
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, 2023, 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 | |||||||||||||||||
| 188,819,404 | 4,359,226 | 38,616 | 12,582,007 | |||||||||||||||||
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 28, 2024 | By: | /s/ Howard M. Diamond | |||||||||
| Howard M. Diamond | |||||||||||
| Executive Vice President, Legal and Corporate Affairs | |||||||||||