Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 11, 2021, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board of Directors (the "Board") of SkyWest, Inc.
(the "Company"), the Board approved an increase in its authorized size from ten
members to eleven members and appointed Smita Conjeevaram to fill the vacancy
created by such increase.
Ms. Conjeevaram, 60, is a global executive with over 25 years in finance and
nearly a decade of experience at two of the Big 4 worldwide accounting firms,
including PricewaterhouseCoopers LLP. In her most recent operational role, Ms.
Conjeevaram served as Deputy CFO of Fortress Investment Group's Credit Funds and
CFO of the Fortress Investment Group's Credit Hedge Funds. She currently serves
as a director and audit committee member of SS&C Technologies, Inc. Ms.
Conjeevaram is a Certified Public Accountant and holds a Bachelor's of Science
in Accounting and Business Administration from Butler University.
Ms. Conjeevaram will be compensated under the Company's non-employee director
compensation program as in effect from time to time, as most recently described
in the Company's 2020 definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on March 13, 2020. Ms. Conjeevaram will enter
into the Company's standard form of Indemnification Agreement, which has been
filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 2019.
There is no arrangement or understanding between Ms. Conjeevaram and any other
person pursuant to which Ms. Conjeevaram was appointed as a director. Ms.
Conjeevaram is not a party to any transaction that would require disclosure
under Item 404(a) of Regulation S-K promulgated under the Securities Act of
1933, as amended. The Board has determined that Ms. Conjeevaram is an
independent director in accordance with the listing requirements of the Nasdaq
Global Select Market.
On January 11, 2021, the Company issued a press release announcing Ms.
Conjeevaram's appointment to the Board. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No Description
99.1 Press Release dated January 11, 2021.
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
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