SkyWest Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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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, No Par Value | SKYW | The Nasdaq Global Select Market |
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 6, 2024, the Board of Directors (the “Board”) of SkyWest, Inc. (the “Company”) adopted amendments to the Company’s amended and restated bylaws (as amended, the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:
| ● | address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; |
| ● | require any candidate for the Board, whether nominated by the Board or a shareholder, to provide certain background information and representations regarding disclosure of voting or compensation arrangements, compliance with the Company’s policies and guidelines and intent to serve the entire term; |
The Amended and Restated Bylaws also include certain technical, conforming, modernizing and clarifying changes.
As a result of the amendments discussed above, if a shareholder intends to present a proposal (which is not to be included in the Company’s proxy materials) or nominate a person for election at the Company’s 2025 annual meeting of shareholders, the Company must receive written notice no earlier than January 7, 2025, and no later than February 6, 2025, to be timely, in accordance with the procedures set forth in the Amended and Restated Bylaws.
The foregoing description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number |
| Title of Document | |
|---|---|---|---|
3.1 | Amended and Restated Bylaws of SkyWest Inc., effective August 6, 2024 | ||
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SKYWEST, INC. | ||
Dated: August 8, 2024 | By | /s/ Eric J. Woodward | |
Eric J. Woodward, Chief Accounting Officer | |||