UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| a. | On June 12, 2024, Sun Country Airlines Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the final results of such voting are set forth below. A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024. |
| b. | Proposal 1. To reelect Jude Bricker, Dave Davis, and Kerry Philipovitch to the board of directors of the Company (the “Board”) as Class III directors, in each case, for a term of three years expiring at the annual meeting of stockholders to be held in 2027. The Company’s stockholders duly elected Jude Bricker, Dave Davis, and Kerry Philipovitch, by at least a plurality of the votes cast, to serve as Class III directors until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified. The results of the voting were as follows: |
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Jude Bricker |
46,038,302 | 2,690,064 | 1,435,104 | |||||||||
| Dave Davis |
40,907,661 | 7,820,705 | 1,435,104 | |||||||||
| Kerry Philipovitch |
37,941,802 | 10,786,564 | 1,435,104 | |||||||||
Proposal 2. To vote, on a non-binding, advisory basis, on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers. The Company’s stockholders approved, on an advisory basis, the holding of an advisory vote to approve the compensation of the Company’s named executive officers “every 1 year”. The results of the voting were as follows:
| Every 1 Year |
47,547,050 | |||
| Every 2 Years |
3,309 | |||
| Every 3 Years |
1,169,893 | |||
| Abstain |
8,114 | |||
| Broker Non-Votes |
1,435,104 |
In light of the voting results on this advisory vote, and consistent with its recommendation to the Company’s stockholders, the Company’s Board determined that the Company will hold an advisory vote to approve the compensation of the Company’s named executive officers every year.
Proposal 3. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The Company’s stockholders approved the compensation of the Company’s named executive officers. The results of the voting were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 46,277,977 | 2,441,127 | 9,262 | 1,435,104 |
Proposal 4.
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the voting were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 49,958,212 | 196,807 | 8,451 | 0 |
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SIGNATURES
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 thereunto duly authorized.
| Date: June 14, 2024 | Sun Country Airlines Holdings, Inc. | |||||
| By: | /s/ Erin Rose Neale | |||||
| Name: | Erin Rose Neale | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
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