Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
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.
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
* Furnished herewith.
© Edgar Online, source Glimpses