Spirit Aviation Holdings, Inc. (FLYYQ)
OTCMKTS · Delayed Price · Currency is USD
1.730
-0.100 (-5.46%)
Apr 28, 2026, 3:45 PM EST
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AGM 2021

May 20, 2021

Speaker 1

Good morning. I am Max Gardner, Chairman of the Board of Spirit Airlines. On behalf of the directors, officers and team members, I'm pleased to welcome you to the Spirit Airlines 2021 Annual Meeting of Stockholders. This virtual meeting has been designed to ensure that our shareholders using the 16 digit control number included in their notice of Internet availability of proxy materials, proxy card or voting instruction card are provided the same rights and opportunities to participate as they would in an in person meeting. Meeting will follow the agenda displayed on the Virtual Shareholder Meeting site at www.

Virtualshareholdermeeting.com/save2021. An audio feed of this meeting is being recorded and a replay will be available within 24 hours after the end of the meeting and will be posted on the Investor Relations section of our website for 30 days. I'd like to introduce the other members of the Board who are here with us today. Ted Christie, who is our President and Chief Executive Officer Carl Donaway, Mark Dunkerle, Bob Johnson, Barclay Jones, Christine Richards, Myrna So to and Dawn Zyer. We also have the following company officers joining us today: John Banderaitis, our Chief Operating Officer Matt Klein, our Chief Commercial Officer Thomas Canfield, our General Counsel and Secretary Scott Harrelson, our Chief Financial Officer Bobby Schroeder, our Chief Marketing Officer Rocky Wiggins, our Chief Information Officer and John Kirby, our Vice President of Network Planning.

I'd also like to introduce Andy Souchurey of Ernst and Young as well as Eric Juergens from De Bevoise and Plimpton who are also on the line with us today. Before I call the meeting to order, on behalf of the Board of Directors, I'd like to thank the Spirit family for your dedicated service during these unprecedented times. Managing through a severe health crisis is not an easy task, and your hard work and commitment to our airline and our guests has made an incredible positive impact. Your dedication has never been more important than now. I thank all of you for what you do every single day.

The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting of stockholders and proxy statements. During this meeting, we will entertain discussions solely on matters properly brought before the meeting pursuant to the applicable SEC rules and the company's amended and restated bylaws. Thomas Canfield, our General Secretary or General Counsel and Secretary of the company will serve as Secretary of the meeting. Pursuant to the meeting rules of conduct and procedure, which you can find on the virtual shareholder meeting site, shareholders or their proxy holders will be able to electronically ask questions during the meeting using the online prompt at the bottom of the screen.

Subject to the same meeting rules of conduct and procedure, we will address relevant questions at the end of the meeting. Will the secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholder list?

Speaker 2

I have at this meeting a complete list of the stockholders of record of the company's common stock at the close of business on March 22, 2021, the record date for this meeting. I also have an affidavit of Broadridge Financial Solutions, Inc, our proxy solicitor, certifying that commencing on March 31, 2021, a notice of annual meeting of stockholders of the company was mailed and deposited with the United States Post Office to all stockholders of record at the close of business on March 22, 2021. At this time, I'd like to introduce James Rade of American Election Services LLC, who has been appointed to act as Inspector of Election at this meeting, representing Broadridge Financial Solutions Inc. And is on the line with us today. Mr.

Raitt has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. His function is to decide upon the qualification of voters except their votes and when balloting on all matters is completed to tally the final votes.

Speaker 1

Will the secretary please report at this time with respect to the existence of a quorum?

Speaker 2

I've been informed by the Inspector of Election that proxies have been received for 70,836,100 and 64 of the 97,805,737 shares of voting common stock outstanding on the record date, which represents approximately 72.4 percent of the total number of outstanding voting shares. This constitutes a quorum for the meeting today and we may carry out the official business of the meeting.

Speaker 1

Thank you. We will now proceed with the formal business of this meeting. There are 4 proposals to be considered by stockholders at this meeting.

Speaker 2

The time is now 9:0:8 am on Thursday, May 20, 2021 and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on. Participating shareholders or proxy holders who have not yet voted are invited to submit their votes online on the virtual shareholder meeting site. Each share of common stock is entitled to one vote.

Speaker 1

The first item of business is the election of 3 Class 1 directors to serve until the 2024 Annual Meeting or until their resignation or removal or until their respective successors are elected. The nominees for Class 1 Directors are Robert D. Johnson, Barclay G. Jones III and Dawn Anne Zyer. The second item of business today is the ratification of the selection by the Audit Committee of the Board of Directors of Ernst and Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2021.

The 3rd item of business today is an advisory vote on the executive compensation of the company's named executive officers as disclosed in the proxy statement. The stockholders have been asked to vote on an advisory basis on the following resolution. Would the secretary please read the resolution?

Speaker 2

Resolved that the stockholders approve on a non binding advisory basis the compensation of the company's named executive officers as disclosed in the compensation discussion and analysis, the accompanying compensation tables and the related narrative disclosure in the proxy statement.

Speaker 1

The 4th and last item of business today is the approval of the 1st amendment to the Spirit Airlines Inc. 2015 incentive award plan to increase the number of shares of common stock authorized for issuance under the plan as disclosed in the company's 2021 proxy statement. That was the final proposal for today's meeting. I will now ask the secretary to please close the poll.

Speaker 2

The time is now 9:10 a. M. And the polls are now closed for voting.

Speaker 1

Secretary, please present the preliminary report prepared by the Inspector of Elections to tally the results of the voting. May we have the results of the voting?

Speaker 2

The preliminary report of the Inspector of Election covering the proposals presented at this meeting is as follows. The proposal to elect Robert D. Johnson, Barclay G. Jones and Doan M. Zyer as Class 1 Directors of the company is carried with each director receiving 4 votes from at least 82% of the shares voted.

The appointment of Ernst and Young LLP as independent auditors for the fiscal year ending December 31, 2021 is ratified with at least the majority of the shares voting. And the compensation paid to the company's named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission and the compensation discussion and analysis, compensation tables and any related information disclosed in the proxy statement is hereby approved on an advisory basis with at least a majority of the shares voting. Finally, the first amendment to the Spirit Airlines Inc. 2015 Incentive Award Plan is hereby approved with at least the majority of the shares voting.

Speaker 1

Thank you. Full and final tally of the votes will be published in a current report on Form 8 ks, which will be filed with the Securities and Exchange Commission within the next 4 business days. This concludes the formal portion of today's meeting. After adjournment, Ted Christie, our President and Chief Executive Officer, will provide a brief statement and along with other members of senior management, will entertain appropriate questions and comments, if any, from stockholders. Thank you for your support of Spirit Airlines.

The meeting is adjourned.

Speaker 3

Ted, please go ahead. Thank you, Mr. Chairman. I'd like to take this moment to acknowledge and thank our Spirit family. Over the past year, our industry has been struck by the worst health crisis of our lifetime, and our Spirit family has stepped up consistently to this challenge, quickly adapting and continuing to demonstrate our values of safety, service, savvy and style.

We are seeing an increase in demand, particularly for leisure travel. There may still be some obstacles ahead, but as vaccines are more widely available, hospitalizations and case counts continue to decline and travel restrictions ease, we are seeing an increase in bookings. With our leisure focus and low fares, we believe we are well positioned to come back stronger from this pandemic and offer our guests more opportunities to travel. Thanks to the contributions of all our team members, we will take advantage of the recovery and demand to continue delivering the best value in the sky. So to our Spirit family, I say thank you for being a positive force in the world, for continuing to care for each other and our guests, for your commitment to meeting the challenges ahead and for your focus and dedication to run a safe airline.

I'm incredibly proud of our Spirit family. Thank you.

Speaker 1

Thank you, Ted. Secretary, are there any questions from our shareholders?

Speaker 2

We have received a number of questions for today's meeting and we'll now take a moment to review them. We'll be back in a moment with answers or comments.

Speaker 3

Thank you, Mr. Secretary. We received a few questions in advance of the meeting and I will go through those now and call upon members of management as necessary. First, we have a question regarding shareholder who is a veteran of the country and do we give a discount for veterans. Let me first say thank you for your service.

In recognition of people, members of our service community, we do offer complimentary bags for people in active service. We offer low fares to everybody. So we welcome you onboard our aircraft going forward. We had a number of questions regarding mass policies, the age requirement at 2 years and above, following of the CDC obligations, what is our policy. Safety is our number one concern.

As an airline, we focus on that and taking care of our guests and our team members on board the aircraft. We follow both CDC recommendations, but more importantly, FAA regulations. The FAA currently has a mask requirement in place onboard all aircraft. So as long as that is true, we will be following those regulations. We had a few questions regarding what is the company doing to handle hostile guests onboard the aircraft, what are we doing to enhance our guest experience.

Clearly, as I said early, safety onboard the aircraft is our primary concern. We have specific training in place with regard to de escalation, for incidents on board the aircraft. And I think our crew and our team does a fantastic job at doing that and taking care of everyone on board to the extent that is unsuccessful. We pursued the necessary ramifications with any law enforcement officers upon landing. We also can at times ban certain guests from flying with Spirit for a period of time depending on their behavior.

And as you probably read recently in the press, the FAA is now pursuing fines and legal actions against the traveling public for their behavior as well. A question regarding our stance on the political agenda and the political environment today. I would say that we focus first on the company's values, which I mentioned in my prepared remarks and how those things filter through our approach to the environment. We also take into account the we consider the needs and wants of our team members and other stakeholders, including our shareholders, as we think about how we address the existing political environment. A question regarding whether or not the company pays dividends and whether or not we would intend to pay dividends.

We have not in the past paid any dividends. And our focus on delivering return to our shareholders right now is on growing the company. We believe that's the best use of our capital is continue to expand and offer low fares to more and more places. That's where we're focused today. A number of questions regarding activity over the last year regarding new share issuances.

The company has issued incremental shares over the course of the pandemic to raise capital. The answer to the question is that we took a very balanced approach early on to make sure that we were protecting the company's balance sheet, making sure that we were ensuring continuity in the business. And in doing so, we raised a variety and a balanced approach of capital, including both equity capital and debt capital, which we believe today was the correct move in stabilizing the market and putting Spirit in a good position for growth coming out of the crisis. How do we plan to position ourselves with regard to carbon neutrality and fuel efficiency? Thankfully, today Spirit is one of the most fuel efficient airlines in the world.

That is principally because of two reasons. One is that we carry more passengers on our aircraft than any other airline, which means that we defray the incremental fuel burn over more people, so we're much more efficient. And second is we have one of the youngest fleets in the world, which means those airplanes are in and of themselves very fuel efficient. Going forward over the next decade, we will be deploying more and more fuel efficient aircraft and newer aircraft will put us in a leadership position. The next big move for carbon neutrality will be a new power plant, some new engine technology, which will probably be developed over the next 20 years.

I see here we have one of our I see here we have one

Speaker 1

of our shareholders

Speaker 3

thanking us and they are a customer and a satisfied customer. Thank you for that. Thanks for your hard work. Any plans to start flying to Canada? Service Canada can be very expensive and we would benefit.

Today, we do not serve Canada. We serve what we call near field Canada, which gets us very close to the border. But Canada has always been on our list and something we would evaluate going forward. Has SAVE considered any wide body aircraft like the 330 or the 787 to increase capacity on popular routes? Today, we are an all Airbus A320 narrow body operator.

We plan to stay that way for the foreseeable future. Has the company been approached or evaluated any M and A proposals? Our focus right now is on driving our business organically. We see a massive growth opportunity in the places where we fly. And this Board and this management team has been focused on deploying our capital that way as we think that is the best opportunity for us.

And finally, did the senior executive team on the Board reduce their pay during the pandemic? I would refer all of our shareholders to the proxy filed, which reflects changes to our compensation structure. I believe those are all the questions we have.

Speaker 1

With that, we conclude this meeting. Thank you all very much for your participation. Have a good day. Thank you. The 2021 Annual Meeting of Stockholders of Spirit Airlines Inc.

Has now come to an end. Thank you for attending. You may now disconnect.

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