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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): May 12, 2025

 

 

Frontier Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40304   46-3681866

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

4545 Airport Way

Denver, CO 80239

(720) 374-4550

(Address of principal executive offices, including zip code, and 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

 

Name of each exchange
on which registered

Common Stock, $0.001 par value per share   ULCC   The Nasdaq Stock Market LLC

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 13, 2025, Frontier Group Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K disclosing that, on March 7, 2025, Josh Wetzel notified the Company of his resignation as Vice President, Chief Accounting Officer of the Company, with such resignation to be effective as of May 30, 2025 (the “Resignation Notice”).

On May 12, 2025, Mr. Wetzel rescinded the Resignation Notice and will continue to serve as Vice President, Chief Accounting Officer and principal accounting officer of the Company. In connection with the rescission of the Resignation Notice, Mr. Wetzel’s annual base salary was increased to $330,000. The other existing compensation arrangements for Mr. Wetzel remain unchanged and he will receive equity grants under the Company’s annual performance and long-term incentive programs commensurate with his position and on the same timing as other similarly situated persons within the Company. There are no arrangements or understandings between Mr. Wetzel and any other person pursuant to which he rescinded the Resignation Notice, there are no family relationships between Mr. Wetzel and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


SIGNATURE

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.

 

      FRONTIER GROUP HOLDINGS, INC.
Date: May 13, 2025     By:  

/s/ Howard M. Diamond

      Howard M. Diamond
      Executive Vice President, Legal and Corporate Affairs