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    SEC Form 8-K filed by American Airlines Group Inc.

    7/12/24 4:51:33 PM ET
    $AAL
    Air Freight/Delivery Services
    Consumer Discretionary
    Get the next $AAL alert in real time by email
    8-K
    falsefalse00000062010000004515 0000006201 2024-07-11 2024-07-11 0000006201 srt:SubsidiariesMember 2024-07-11 2024-07-11 0000006201 us-gaap:WarrantMember 2024-07-11 2024-07-11 0000006201 us-gaap:CommonStockMember 2024-07-11 2024-07-11
     
     
    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): July 11, 2024
     
     
    AMERICAN AIRLINES GROUP INC.
    AMERICAN AIRLINES, INC.
    (Exact name of registrant as specified in its charter)
     
     
     
    Delaware
     
    1-8400
     
    75-1825172
    Delaware
     
    1-2691
     
    13-1502798
    (State or other Jurisdiction
    of Incorporation)
     
    (Commission
    File Number)
     
    (IRS Employer
    Identification No.)
     
    1 Skyview Drive, Fort Worth, Texas
     
    76155
    1 Skyview Drive, Fort Worth, Texas
     
    76155
    (Address of principal executive offices)
     
    (Zip Code)
    Registrant’s telephone number, including area code:
    (682)
    278-9000
    (682)
    278-9000
     
     
    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(s)
     
    Name of each exchange
    on which registered
    Common Stock, $0.01 par value per share   AAL   The Nasdaq Global Select Market
    Preferred Stock Purchase Rights   —  
    (1)
     
     
    (1)
     
    Attached to the Common Stock
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
    12b-2
    of the Securities Exchange Act of 1934.
    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 5.02
    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
    (e) On July 11, 2024, American Airlines Group Inc. and American Airlines, Inc. (together, the “Company”) entered into a Separation Agreement (the “Agreement”) with Vasu Raja, the Company’s former Chief Commercial Officer. The Agreement provides for, among other things, severance benefits subject to Mr. Raja’s performance of his continuing obligations pursuant to the Agreement, including compliance with post-termination
    non-competition
    and
    non-solicitation
    covenants through January 31, 2025 (the “Severance Period”). The severance benefits include the continuation of his base salary during the Severance Period, a lump sum payment of $968,750, which amount is payable only following the expiration of the Severance Period, subject to Mr. Raja’s continued compliance with the restrictive covenants through the expiration of such Severance Period, and the continuation of certain travel privileges, subject to the terms and conditions of the Company’s officer travel policy. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of such Agreement which is attached hereto as Exhibit 99.1.
     
    ITEM 9.01
    Financial Statements and Exhibits.
    (d) Exhibits.
     
    Exhibit No.
      
    Description
     99.1    Severance Agreement, dated July 11, 2024, by and among American Airlines Group Inc., American Airlines, Inc. and Vasu Raja.
    104.1    Cover page interactive data file (embedded within the Inline XBRL document).

    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
       
    A
    MERICAN
    A
    IRLINES
    G
    ROUP
    I
    NC
    .
    Date: July 12, 2024     By:  
    /s/ Priya R. Aiyar
          Priya R. Aiyar
          Executive Vice President, Chief Legal Officer
    Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
       
    A
    MERICAN
    A
    IRLINES
    , I
    NC
    .
    Date: July 12, 2024     By:  
    /s/ Priya R. Aiyar
          Priya R. Aiyar
          Executive Vice President, Chief Legal Officer
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