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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): June 11, 2025

AMERICAN AIRLINES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

1-8400

75-1825172

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

1 Skyview Drive,

Fort Worth,

Texas

76155

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(682) 278-9000

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 on which registered

Common Stock, $0.01 par value per share

AAL

The Nasdaq Global Select Market

Preferred Stock Purchase Rights

—

(1)

(1) Attached to the Common Stock

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. ☐

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

At the 2025 Annual Meeting of Stockholders of American Airlines Group Inc. (the “Company”), held on June 11, 2025, the stockholders of the Company voted on the following proposals, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”). Fractional shares have been rounded to the nearest whole number.

Proposal 1: Election of Directors.

The stockholders elected the following individuals to the Company’s Board of Directors:

Nominee						For									Against									Abstain									Broker Non-Votes
Adriane M. Brown						275,055,709									4,853,924									1,107,797									165,376,720
John T. Cahill						274,798,389									5,271,533									947,507									165,376,720
Kathryn Farmer						276,484,748									3,559,535									973,146									165,376,720
Matthew J. Hart						275,199,038									4,848,915									969,476									165,376,720
Robert D. Isom						276,337,344									3,718,741									961,344									165,376,720
Susan D. Kronick						275,324,624									4,574,887									1,117,918									165,376,720
Martin H. Nesbitt						274,721,416									5,324,070									971,943									165,376,720
Denise M. O’Leary						273,632,833									6,272,739									1,111,858									165,376,720
Vicente Reynal						275,451,068									4,564,776									1,001,586									165,376,720
Gregory D. Smith						275,990,592									4,058,535									968,302									165,376,720
Douglas M. Steenland						274,258,722									5,793,677									965,030									165,376,720
Howard Ungerleider						275,677,020									4,357,394									983,015									165,376,720

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

For						Against						Abstain
437,313,710						7,183,948						1,896,492

Proposal 3: Advisory Vote to Approve Executive Compensation.

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

For						Against						Abstain						Broker Non-Votes
270,362,727						9,362,771						1,291,932						165,376,720

Proposal 4: Approve Amendment No. 1 to the Company’s Tax Benefit Preservation Plan.

The stockholders approved Amendment No. 1 to the Company’s Tax Benefit Preservation Plan, which was filed as Exhibit 4.155 to the Company’s annual report on Form 10-K for the year ended December 31, 2024.

For						Against						Abstain						Broker Non-Votes
274,390,398						5,365,978						1,261,054						165,376,720

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Proposal 5: Advisory Vote on Stockholder Proposal to End the Company’s Participation in the Human Rights Campaign’s Corporate Equality Index.

The stockholders did not approve a stockholder proposal that the Company’s Board of Directors consider ending the Company’s participation in the Human Rights Campaign’s Corporate Equality Index.

For						Against						Abstain						Broker Non-Votes
5,865,610						273,034,168						2,117,652						165,376,720

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SIGNATURES

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

			AMERICAN AIRLINES GROUP INC.
Date: June 11, 2025			By:						/s/ Michelle A. Earley
									Michelle A. Earley
									Corporate Secretary