Delta_2022_Proxy

DEF 14A 1 ldal2022_def14a.htm DELTA AIR LINES INC - DEF 14A Delta_2022_Proxy_Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN
PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to § 240.14a-12

DELTA AIR LINES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS



TIME AND DATE:	PLACE:	RECORD DATE:
Thursday, June 16, 2022 7:30 a.m. Eastern Daylight Time	The Offices of Davis Polk & Wardwell 450 Lexington Avenue, New York, New York (located in Midtown Manhattan between East 44th Street and East 45th Street)	April 29, 2022

AGENDA
At the Annual Meeting, shareholders will be asked to vote on the following proposals:		Board Recommends Vote:
ITEM 1	Election of 14 directors named in the Proxy Statement		FOR each nominee
ITEM 2	Advisory vote on executive compensation		FOR
ITEM 3	Ratification of Ernst & Young LLP as independent auditors for 2022		FOR
ITEM 4	Shareholder proposal titled “Transparency in Lobbying,” if properly presented		AGAINST

In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement by or at the direction of the Board of Directors.

A list of shareholders entitled to vote at the meeting will be available for examination during normal business hours for ten days before the meeting at Delta’s Investor Relations Department, 1030 Delta Boulevard, Atlanta, Georgia 30354. The shareholder list will also be available at the meeting.

If you plan to attend the meeting, please see the instructions on page 71 of the attached proxy statement. The venue for the annual meeting requires proof of COVID-19 vaccination for entry, please see page 71 for more details. If you need special assistance at the meeting because of a disability, contact Investor Relations at (866) 715-2170.

We encourage shareholders to sign up to receive future proxy materials electronically, including the Notice Regarding the Availability of Proxy Materials. To sign up, visit http://enroll.icsdelivery.com/dal.

BY INTERNET	BY TELEPHONE	BY MAIL	IN PERSON


Go to www.proxyvote.com and follow the instructions	Call 1-800-690-6903	Sign, date and return your proxy card in the enclosed postage-paid envelope	Attend the annual meeting in New York, New York. See page 71 for instructions on how to attend

The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our shareholders on or about May 6, 2022.

Please read our attached proxy statement carefully and submit your vote as soon as possible. Your vote is important. You can ensure that your shares are voted at the meeting by using our Internet or telephone voting system, or by completing, signing and returning a proxy card.

Atlanta, Georgia
May 6, 2022

2022 PROXY STATEMENT

Letter from the Non-Executive
Chairman of the Board

FRANCIS S. BLAKE

Chairman of the Board

We are looking forward to once again being with our shareholders in person at Delta’s upcoming annual meeting.

As we reflect on 2021, Delta made significant progress in its recovery from the impact of the pandemic. The Board remains appreciative of the dedication and hard work of all Delta employees and the leadership of Delta’s management during this unprecedented time.

With the company’s business continuing to recover from the depths of the pandemic, the Board’s focus remains on long-term strategy and oversight of other matters of importance to our shareholders. The company’s financial recovery remains our highest priority. We are also mindful that ESG issues, particularly environmental sustainability and human capital management, including diversity, equity and inclusion, are top of mind for many of you — as they are for us. We appreciate the views that many of you have shared with us on these topics over the last year.

In light of the Board’s continuing focus on ESG topics, we have revisited and clarified the allocation of oversight responsibilities among our committees. As is discussed in greater detail in this proxy statement, oversight over ESG matters aligns with the general responsibilities of our existing committees as follows:

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The Audit Committee has oversight of corporate ethics and standards of conduct, cybersecurity risks and aspects of reporting of environmental sustainability and social matters.

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The Corporate Governance Committee has responsibility for governance practices and procedures as well as oversight of environmental sustainability opportunities and risks, political engagement and contributions and charitable contributions.

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The Finance Committee has oversight of significant investments, including acquisition of new, more fuel efficient aircraft and significant investments in new technologies.

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The Personnel & Compensation Committee has oversight of talent development and human capital management, including diversity, equity and inclusion and general wellbeing.

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The Safety & Security Committee has oversight of employee and customer safety and public health matters.

Our committee structure and allocation of responsibilities provides for involvement of all Board members in oversight of ESG matters. We will continue to monitor our structure to make sure that oversight responsibilities are appropriately assigned.

“ The Board remains appreciative of the dedication and hard work of all Delta employees.”

We are excited that Greg Creed and Leslie Hale have joined the Delta Board and look forward to their contributions for years to come. We continue to focus on bringing a wide range of strong experiences, skills, qualifications, and backgrounds to the Board. We are also committed to continuing the enhancement of the diversity of the Board.

Because of the unusual circumstances of the past two years, the Board has asked me to continue to serve for one more year. I am very grateful to Bill Easter that he has agreed to continue his service as well. The dedication and hard work of the entire Board makes me proud to be a part of this outstanding group working on your behalf.

As we look forward to the second half of the year and Delta’s continued progress on its recovery, we welcome your engagement on issues of importance to you and the company. We encourage you to share suggestions and concerns with us. In particular, we encourage you to review this proxy statement, and vote in the upcoming meeting.

As always, we deeply appreciate your support as shareholders and customers.

Sincerely,

ir.delta.com

2022 PROXY STATEMENT

Letter from
the CEO

EDWARD H. BASTIAN

Chief Executive Officer

2021 was a pivotal year for Delta Air Lines. The remarkably swift development and distribution of safe, effective vaccines inspired hopes that a return to normal life was finally on the horizon.

While the year was more turbulent than many had hoped, with new variants complicating the recovery, it nonetheless marked a major turning point and laid the groundwork for significant progress in 2022 as the world moves past the pandemic era toward treating COVID as a manageable virus.

Once again, the people of Delta stepped up and led the industry throughout a year that was marked by remarkable accomplishments amid the slow but steady recovery, including:

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Restarting the operation to accommodate an influx of returning customers ahead of a robust and successful summer travel season, and adding 15,000 new team members since the start of 2021.

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Managing our network and policies to accommodate travel demand in an often-volatile environment, ensuring that flights were available to desired destinations while providing customers the flexibility to book Delta with confidence.

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Improving Delta’s status as the No. 1 premium airline by widening the gap with the competition in customer service and premium product offerings, including high-speed Wi-Fi, on-board food and beverage choices, expanded digital tools, and the delivery of our first state-of-the-art A321neo aircraft.

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Accelerating critical airport capital projects, including new and enhanced terminals in Salt Lake City, Los Angeles, New York and Seattle, and other improvements throughout the system, ensuring that returning customers will experience world-class service on the ground as well as in the air.

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Leading the industry in financial performance as the only major U.S. airline to achieve profitability in the second half of the year, enabling a special employee profit-sharing payout in February.

Thanks to these efforts, the people of Delta were recognized throughout the year for their excellence, including honors from J.D. Power, Fortune’s World Most Admired Companies, the Wall Street Journal, and Business Travel News, among many others.

Looking ahead, the recovery continues to accelerate in 2022, with consumers returning to travel, international borders reopening, corporate offices welcoming back employees and business travelers reclaiming the skies. The investments Delta has made over the past two years in our people, our customers and our financial health are paying off as more consumers choose to invest their time, resources and loyalty with us as they reclaim their lives.

“ It was a year that revealed our character and reminded us that our people are our most powerful asset.”

While we continue to lead in the recovery and build the future of air travel, it’s clear that our path forward must be a sustainable one. That’s why amid the challenges of the pandemic, Delta has led the way in building a foundation for sustainable aviation with our Flight to Net Zero, announcing our intention to set medium- and long-term science-based targets, including a net-zero 2050 target in alignment with the United Nations Race to Zero — Business Ambition for 1.5°C campaign. And we are continuing to take action to advance diversity, equity and inclusion and to reflect the world and the passengers we serve. More details on these efforts will be available in our 2021 ESG Report.

As we have for nearly a century, Delta will be guided throughout the year by our people-focused culture of service. Our entire global family, and their never-ending drive to Keep Climbing, are reshaping the future of air travel for generations to come.

Thank you for your support throughout the past year. We look forward to speaking with you at our annual meeting in June.

Sincerely,

SEC Form DEF 14A filed by Delta Air Lines Inc.