Good morning, welcome to the Delta Air Lines Annual Meeting of Shareholders. I will now turn the meeting over to Mr. David Taylor, Non-Executive Chair of the Board of Delta.
Good morning, welcome. Joining me today are Ed Bastian, our CEO, Peter Carter, our President, Julie Stewart, our Vice President of Investor Relations and Corporate Development, Alan Russolo, our Associate General Counsel and Assistant Secretary, who is serving as Secretary of the meeting. I'd also like to recognize the other members of our Board of Directors, whom I will introduce in a moment, and the members of the Delta Board Council representing Delta employees. The Board Council members are on the line. David Azarelev, representing Merit Employees, Mallory Brown, who is completing her term representing In-Flight Services, Scott Engman, representing Reservation Sales, Customer Care, and Digital, Justin Marion, representing Technical Operations. Alicia Nimishi, representing Airport Customer Service and Cargo Operations, is not able to join us today. Also on the line are Carter Posner and Molly Hinton of Ernst & Young, our independent auditors.
It is 7:31 A.M., the polls are open for voting. If you are a shareholder as of record date and logged into the meeting as a shareholder, you may vote using the voting buttons on the virtual meeting screen. Before we present the items to be voted on today, Alan will briefly address procedural matters related to the meeting, Ed will make a few comments about the state of the business. Alan?
Thank you, David, good morning, everyone. Delta has delivered a notice of the meeting and information on how to access proxy materials to shareholders of record as of the record date, April 30, 2026. The meeting agenda and the rules of conduct are available on the virtual meeting website. As a reminder to our shareholder proponents, the rules of conduct allow each proponent three minutes to present their proposals. Shareholders who are logged into the meeting platform may submit questions using the question box at the bottom left corner of the virtual meeting screen. We ask that shareholders limit themselves to one question each. During the meeting, we intend to respond to questions related to the proposals on the agenda. Time permitting, we will address questions from shareholders on other topics of general interest to shareholders during a Q&A session following the meeting.
We may group substantially similar questions together to avoid repetition. We may paraphrase them when responding. Our statements during the meeting and the Q&A session may include forward-looking statements about Delta. Factors that may cause actual results to differ from our expectations are set forth in Delta's SEC filings. We may also refer to non-GAAP financial measures. You can find the reconciliation of those measures to the most directly comparable GAAP measures on our investor relations website at ir.delta.com. I will now turn the meeting over to Ed for his remarks.
Thank you, Alan. Thank you all for joining us today. I'll be brief and focus on what matters most, how we performed last year, what differentiates Delta, and how we continue to build long-term shareholder value. This past year was our centennial. Our 100th anniversary was a year to reflect on the lessons that shaped Delta. It demonstrated, even in an uncertain environment, the strengths that set us apart. We earned significant recognitions, including being named Most On Time Airline in North America by Cirium, the Best U.S. Airline by Forbes Travel Guide, The Points Guy, and many other rating surveys. For the 15th year in a row, Business Travel News ranked Delta first for overall corporate travel. We deepened our global reach. Delta now reaches nearly 1,000 destinations across more than 150 countries.
We expanded our partnership in Canada with WestJet, supporting future benefits for travelers. We have planned partnerships with Riyadh Air and IndiGo to lay the groundwork for future service to Saudi Arabia, India, and beyond. We continue to invest in our people as they delivered the industry's very best service. In February, we paid $1.3 billion in profit-sharing and announced a 4% increase to our frontline groups in May. We were the only airline to make Fortune 100 Best Companies to Work For list, reaching our highest ranking ever at number nine. When we invest in our people, they deliver for our customers and for you. In 2025, Delta delivered another year of industry-leading financial performance with $5 billion in pre-tax profits, which represent over half of the industry's overall profits, despite only representing 20% of the market.
We recorded free cash flow of $4.6 billion, positioning Delta with the strongest balance sheet in our history. Today, Delta is investment grade across all three major credit rating agencies. We continue to lead as the premium airline of choice, setting the standard with fast, free Wi-Fi across our fleet, Delta Sync. We introduced expanded Sky Clubs in key hubs, including a brand-new Sky Club in Salt Lake City and a new Delta One lounge in Seattle. Looking forward, Delta is very well-positioned to navigate global headwinds facing the industry with a strong financial foundation and the benefit of our refinery. We've taken steps to reduce less profitable flying and limit capacity growth, moving quickly to recapture higher fuel costs. Demand remains strong. Our customers are enthusiastically booking travel as they prioritize experiences.
We're doubling down on partnerships with trusted brands like American Express, Uber, Amazon, and participation in major global sporting events. We're modernizing our fleet. This year, we ordered 95 new aircraft, including 61 wide bodies, which will bring modern, larger premium cabins and better fuel efficiency. We continue to lean into innovation and technology with proven AI tools to provide better experience, be more prepared, and anticipate issues. As an example, our AI tools are helping Delta people improve baggage handling performance, source answers to complex questions, efficiently plan maintenance, and anticipate crew replacements. In closing, as we enter our next century, we will continue to do what Delta does best, differentiate our brand from the rest of the industry through premium products, global scale, and operational excellence delivered by the very best people in the business.
Thank you for your confidence and trust in the people of Delta Air Lines.
Thank you, Ed. The independent inspector of election has tabulated all proxies submitted for the meeting. The inspector will now report on the number of shares present at the meeting.
Mr. Chairman, we have a total of 567,604,860 votes present in person, including virtually or represented by proxy. This is equal to 86.38% of the votes entitled to be cast by the owner of all shares of common stock outstanding as of the record date.
A quorum is present. The meeting is now convened. I will now introduce the director nominees for election to the board, which is proposal one. Their bios and qualifications are in the proxy statement. All nominees currently serve on the board. In addition to Ed and me, the nominees are Christophe Beck, Maria Black, Willie Chiang, Greg Creed, David DeWalt, Leslie Hale, Chris Hazen, Michael Huerta, Judith McKenna, Vasant Prabhu, Sergio Rial, and Kathy Waller. There are no other nominations, and nominations are closed. Proposal two is the advisory vote on the 2025 compensation of Delta's named executive officers. Proposal three is to ratify the appointment of Ernst & Young as Delta's independent auditors for 2026. The board urges you to vote for each of these three management proposals for the reasons set forth in the proxy statement.
At this time, we will answer any questions related to the management proposals. Julie, have we received any questions related to these proposals?
We have not received any questions on these proposals, David.
Thank you. We will now turn to the shareholder proposals. Proposal four was submitted by John Chevedden. If Mr. Chevedden or his representative would like to present this proposal, he is now recognized for three minutes. Operator, please open the line.
Mr. Chevedden, please go ahead.
Hello, this is John Chevedden. Proposal 4, shareholder right to act by written consent. Shareholders request the Board of Directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders are entitled to vote thereon were present at voting without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares. This includes shareholder ability to initiate any appropriate topic for a written consent. This includes that any associated request for a record date shall have the lowest allowable figure. This includes that written consent does not include a solicitation clause mandating a certain % of shares be solicited unless legally required. This proposal received 43% support at the 2025 Delta Annual Shareholder Meeting.
This 43% support likely represented more than 50% support from the Delta shares have access to independent proxy voting advice are the most informed shareholders regarding Delta Air Lines ballot items. A shareholder right to act by written consent could incentivize Delta directors to be more vigilant and more alert to face future headwinds. Shareholders acting by written consent and calling for a special shareholder meeting are two means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the Annual Shareholder Meeting. According to state law, Delta shareholders can have the right to act by written consent and the right to call for a special shareholder meeting. Both rights allow shareholders to take action between Annual Meetings.
Shame on Delta for suggesting that shareholders should limit themselves to one shareholder right when Delta shareholders are entitled to two shareholder rights under state law. Delta shareholders are best served when they have both rights. Written consent is a shareholder right that requires the formal backing of a Delta majority based on all shares outstanding. This majority support requirement, in reality, is much more than majority support because it's not economically possible to contact a significant % of Delta shares to get the formal backing. Thus, for an issue to still get majority support based on all shares outstanding, under written consent, it could easily need more than 60% support from Delta shares that are economically possible to reach. How can Delta be opposed to a 60% majority? Being opposed to this proposal means being opposed to a decision by a 60% majority of Delta shareholders.
Please be in favor of 60% majority decisions and vote for a shareholder right to act by written consent, Proposal 4.
Thank you. The board recommends that you vote against this proposal because its adoption is unnecessary given Delta's strong governance and shareholder engagement practices that provide procedural protections and opportunities for shareholders to raise concerns to the board. The board's reason for opposing this proposal are explained further in the proxy statement. Julie, have you received any questions related to this proposal?
We have not received any questions on the proposal.
Thank you. We will now turn to Proposal 5, which was submitted by the National Legal and Policy Center. A representative of NLPC has prepared recorded remarks for this proposal. Operator, please play the prepared remarks from the NLPC.
I'm Paul Chesser of National Legal and Policy Center, presenting Proposal 5, which would adopt cumulative voting in Delta's elections of directors. While Delta's financial results are strong, aspects of its operational record tell a different story. In July 2024, a CrowdStrike software update crashed systems worldwide. Delta took five days to recover, canceled 7,000 flights, and lost $500 million. The board includes a veteran cybersecurity executive and an audit committee charged with technology oversight. This did not prevent the collapse. In July 2025, Delta settled Justice Department allegations that it violated the False Claims Act by paying its officers above the COVID era Payroll Support Program compensation caps, and that it also filed inaccurate compliance certifications with the U.S. Treasury. Came the AI pricing controversy. Delta's then president told investors the company could set fares based on the amount people are willing to pay.
Congress is now pressing Delta on safeguards against such gouging practices. That's three preventable failures. In early May, Delta canceled nearly 400 flights over two days, citing crew scheduling issues. American, United, and Southwest reported near zero cancellations during the same period. When the CEO reported first quarter results on April 8th, he told investors that earnings were strong, quote, "Even with operational disruptions across the industry," end quote. The May crew scheduling crisis proves that those disruptions are Delta specific. The board has 14 directors. Twelve are senior corporate executives, former CEOs of major corporations, the former CFOs of Visa and Coca-Cola, and a former FAA administrator. To our knowledge, none of them have pressed the questions that these failures demand. There's no structural mechanism that lets a director that is answerable to shareholders outside of that consensus to compete for a seat.
Cumulative voting provides that mechanism. Shareholders with meaningful minority support can pool their votes behind a single nominee. That director cannot dominate a 14-member board, but that director can ask the questions that a $500 million IT collapse, an $8.1 million settlement, and a congressional probe over AI pricing, and a crew scheduling meltdown suggest are not being asked. As presently constituted, Delta's board does not want to share the room. That is why shareholders should require it. Please vote for Proposal 5. Thank you.
Thank you. The board recommends that you vote against this proposal because Delta's existing majority voting system for director elections is a widely accepted best practice and Delta's governance practices ensure strong shareholder representation. The board's reasons for opposing this proposal are explained further in the proxy statement. Julie, have you received any questions pertaining to this proposal?
We have not received any questions on this proposal.
Thank you. This concludes the business of the shareholders meeting, and the meeting is adjourned.
Wait. Whoops. Sorry, I think we jumped ahead there a little bit. This completes the presentation of the shareholder proposals. We will now pause briefly to allow for final voting. It is now 7:47 A.M. The polls are now closed. Because ballots were accepted until a few minutes ago, the final tabulation of votes will be reported after the meeting. The preliminary vote results are as follows. In the election of directors, all director nominees received a substantial majority of the votes cast and therefore have been elected. The advisory vote on the compensation of Delta's named executive officers was approved. The appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2026 has been ratified. The shareholder proposal requesting the ability for shareholders to act by written consent has not been approved.
The shareholder proposal requesting the adoption of cumulative voting for the election of directors has not been approved. Complete results of the voting will be published on our website as well as on a report on Form 8-K filed with the SEC within four business days of this meeting. Now, David, I'll turn it back to you.
Thank you. This now concludes the business of the shareholders meeting, and the meeting is adjourned. We will use the remaining time we have today to answer questions and intend to address as many of the questions submitted by shareholders as possible. Julie, please go ahead with the first question.
Thanks, David. The first question is: What progress has been made on the Wheels Up turnaround plan?
Julie, the team over at Wheels Up is doing a very good job of completing a significant turnaround of the operations. Our reliability scores are the best that Wheels Up has ever seen. The overall performance of the fleet is strong. We have, amidst of completing a significant fleet transformation where all of the old planes have either been sold or in the process of being exited, and Wheels Up is moving to an all-Phenom 300 and Challenger 300 fleet. I recently had the opportunity to utilize the services. I can tell you the team is doing a very strong job. We're proud of the work they're doing.
Thank you, Ed. We have one remaining question. Will recent changes to the SkyMiles program and access to Sky Club be revised?
We are always looking to ensure that our customers, particularly our premium customers, have access to our very best products and services. Team's doing a great job. We've made changes over the years. I'm sure in the future, there will be changes to be made, but we continue to grow that space. We continue to add new Sky Clubs, as I mentioned in my comments, and the reception of our customer base has been very strong to the products that we're offering.
Thank you, Ed. There are no further questions.
Very good. Thank you, Julie. Thank you to all of the shareholders who participated today and for your continued support of Delta. This ends the meeting.
This concludes today's meeting. You may now disconnect.