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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 2, 2023

SKYWEST, INC.

(Exact Name of Registrant as Specified in its Charter)

Utah

0-14719

87-0292166

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation or organization)

File Number)

Identification No.)

444 South River Road

St. George, Utah

84790

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code:

(435) 634-3000

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 (see General Instruction A.2. below):

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))

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.  

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on which Registered

Common Stock, No Par Value

SKYW

The Nasdaq Global Select Market

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 2, 2023, SkyWest, Inc. (the “Company”) held its annual meeting of shareholders in a virtual-only meeting format, at which the Company’s shareholders considered and voted on the items described below:

1.The following persons were elected to serve as directors of the Company, each to serve until the next annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, based upon the following votes:

Name of Nominee

    

Votes For

    

Votes Against

Abstentions

Broker Non-Votes

 

Jerry C. Atkin

37,905,300

947,482

25,764

4,319,209

Russell A. Childs

38,273,754

571,073

33,719

4,319,209

Smita Conjeevaram

35,526,189

3,202,190

150,167

4,319,209

Meredith S. Madden

38,491,137

322,972

64,437

4,319,209

Ronald J. Mittelstaedt

37,762,060

1,029,530

86,956

4,319,209

Andrew C. Roberts

38,285,371

326,818

266,357

4,319,209

Keith E. Smith

38,028,478

804,100

45,968

4,319,209

James L. Welch

31,967,239

6,861,589

49,718

4,319,209

2.The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based upon the following votes:

Votes for approval

    

38,195,660

 

Votes against

629,377

Abstentions

53,509

Broker Non-Votes

4,319,209

3.The Company’s shareholders approved, on an advisory basis, to hold future advisory votes to approve the compensation of the Company’s named executive officers every year, based upon the following votes:

For 1 Year

    

35,944,448

 

For 2 Years

113,990

For 3 Years

2,787,883

Abstentions

32,225

4.The Company’s shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023, based upon the following votes:

Votes for approval

    

42,574,618

 

Votes against

571,844

Abstentions

51,293

Based upon the results set forth in Proposal 3 above, the Company currently intends to hold an advisory vote on the compensation of its named executive officers every year.

SIGNATURE

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 hereunto duly authorized.

    

SKYWEST, INC.

Dated: May 4, 2023

By

/s/ Eric J. Woodward

Eric J. Woodward, Chief Accounting Officer