Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On November 19, 2020, the Board of Directors of the Company (the "Board") appointed Oscar Munoz to the Board, effective November 19, 2020, to serve until the Company's 2021 annual meeting of stockholders. Mr. Munoz is also expected to be appointed to serve as a member of the Audit Committee of the Board. There is no arrangement or understanding between Mr. Munoz and any other person pursuant to which the Board selected Mr. Munoz as a director, and Mr. Munoz has not participated in any "related party-transactions" with the Company as set forth in Item 404(a) of Regulation S-K. The Board has also determined that Mr. Munoz is "independent" as defined under New York Stock Exchange and Securities and Exchange Commission rules and guidance as well as under the Board's Corporate Governance Guidelines and its Categorical Independence Standards.

Mr. Munoz will participate in the Company's current non-employee director compensation program. See the section entitled "Director Compensation" in the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission ("SEC") on April 1, 2020 and the Company's Current Report on Form 8-K filed with the SEC on April 7, 2020 for descriptions of the director compensation program, which descriptions are incorporated herein by reference. Mr. Munoz will receive a prorated initial cash retainer and equity award based on the length of his service until the next annual meeting. Mr. Munoz and the Company will also enter into the Company's standard form of Indemnification Agreement for members of its Board.

Item 7.01 Regulation FD Disclosure.

On November 23, 2020, the Company issued a press release announcing the appointment of Mr. Munoz to the Board. A copy of that press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

99.1*         Press Release announcing the appointment of Oscar Munoz as a
            Director of the Company, dated November 23, 2020.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).




* Furnished herewith.

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