mesa-8k_20220208.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2022

 

Mesa Air Group, Inc.
(Exact name of registrant as specified in its charter)

 

 

Nevada

001-38626

85-0302351

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

 

 

410 North 44th Street, Suite 700

 

85008

 

 

Phoenix, Arizona  

 

(Zip Code)

 

 

(Address of principal executive offices)

 

 

 

 

(602) 685-4000

(Registrant's telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange of Which Registered

Common Stock, no par value

 

MESA

 

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 

 

 


 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

Mesa Air Group, Inc., a Nevada corporation (the “Company”), held its Annual Meeting of Shareholders (the “Annual Meeting”) on February 8, 2022. At the Annual Meeting, the Company’s shareholders voted on two proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on December 23, 2021. As of December 13, 2021, there were 35,963,984 shares of the Company’s common stock issued, outstanding and entitled to vote on the proposals presented at the Annual Meeting. The voting results for each of the proposals are set forth below.

 

1. Election of Directors. The Company’s shareholders elected, by the vote indicated below, the following seven persons as directors of the Company, each to serve as such for a one-year term, or until his or her respective successor is duly elected and qualified:

 

 

 

 

 

 

 

 

 

 

Director

 

Votes For

 

Votes Withheld

 

Abstentions

 

Broker Non-Votes

Ellen N. Artist

 

15,853,035

 

1,458,386

 

 

11,302,228

Mitchell I. Gordon

 

9,809,777

 

7,501,644

 

 

11,302,228

Dana J. Lockhart

 

16,699,716

 

611,705

 

 

11,302,228

Daniel J. McHugh

 

11,976,130

 

5,335,291

 

 

11,302,228

Jonathan G. Ornstein

 

16,669,045

 

642,376

 

 

11,302,228

Harvey W. Schiller

 

8,915,782

 

8,395,639

 

 

11,302,228

Spyridon P. Skiados

 

8,647,099

 

8,664,322

 

 

11,302,228

  

 

2. Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm. The Company’s shareholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022, by the vote indicated below:

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

 

28,107,098

 

177,844

 

328,707

 

 

No other proposals were submitted to a vote of the Company’s shareholders at the Annual Meeting.

 

 

 


 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 15, 2022

MESA AIR GROUP, INC.

 

 

 

 

By:

/s/ Brian S. Gillman

 

 

Brian S. Gillman

 

 

Executive Vice President and General Counsel