Thank you for standing by. I would like to welcome you to the Sun Country Airlines Holdings, Inc. special meeting. I would now like to turn the conference over to Rose Neale, Chief Legal Officer and Senior Vice President. Please go ahead.
Good morning, ladies and gentlemen. My name is Rose Neale, Senior Vice President, Chief Legal Officer, and Corporate Secretary of Sun Country Airlines Holdings, Incorporated, which we refer to as Sun Country. It is a pleasure to welcome you to our special meeting of stockholders. It is now 9:00 A.M. Central Time on May 8th, 2026. In accordance with the notice of this meeting, I call this special meeting to order and announce that the polls are open for voting. Also with me today is Paul Ramirez of American Election Services, LLC, who will act as the Inspector of Election for this meeting. Mr. Ramirez has delivered an oath, which will be filed with the recordings of this meeting. The rules of conduct for this meeting appear on the virtual meeting platform.
Please note that the use of any audio or video recording devices during this meeting is strictly prohibited. In the event of technical malfunction or any other issue that disrupts the special meeting, I may adjourn, recess, or expedite the special meeting or take such other actions as I determine is appropriate in light of the circumstances. First, a few housekeeping items. On March 25th, 2026, has been fixed as the record date for determining stockholders entitled to vote at this meeting. This meeting is being held pursuant to a written notice sent on or about March 31st, 2026 to all stockholders of record of the company as of the end of business on March 25th, 2026, which is the record date for stockholders entitled to vote at this meeting.
I have received an affidavit signed by Broadridge Financial Solutions, certifying to the timely mailing of the notice of the special meeting, proxy statement, and proxy materials to stockholders commencing on March 31st, 2026. All documents concerning the call and the notice of this meeting will be filed with the records of the meeting. The number of shares present, participating virtually or by proxy immediately prior to the commencement of the meeting, represents a majority in voting power of the outstanding capital stock of the company entitled to vote at the meeting. In accordance with the company's bylaws, a quorum is therefore present, and the company's special meeting of stockholders may proceed. I will now state the three proposals that are being brought before this meeting.
The first order of business is a proposal to adopt the agreement and plan of merger dated as of January 11th, 2026 by and among Allegiant Travel Company, Mirage Merger Sub Incorporated, Sawdust Merger Sub LLC, and Sun Country Airlines Holdings Incorporated, which we refer to as the Merger Agreement. A copy of the Merger Agreement is attached to the proxy statement as Annex A. The Merger Agreement provides, among other things, that subject to the terms and conditions set forth therein, Mirage Merger Sub Incorporated will merge with and into Sun Country, with Sun Country surviving as a direct, wholly-owned subsidiary of Allegiant Travel Company. Immediately thereafter, Sun Country will merge with and into Sawdust Merger Sub LLC.
We refer to this transaction as the Merger and this proposal as the Merger Agreement Proposal. The Mergers, the Merger Agreement, and the Merger Agreement Proposal are discussed on pages 64 through 153 of the proxy statement relating to this meeting. The affirmative vote of the holders of a majority of voting power of the outstanding shares of Sun Country common stock entitled to vote on the Merger Agreement Proposal is required to approve the Merger Agreement Proposal. The second order of business is a proposal to approve on an advisory, non-binding basis the compensation that may be paid or become payable to Sun Country's named executive officers in connection with the transactions contemplated by the Merger Agreement. We refer to this proposal as the Merger-Related Compensation Proposal. This proposal is discussed on page 153 of the proxy statement relating to this meeting.
Approval of the Merger-Related Compensation Proposal requires the affirmative vote of the holders of a majority in the voting power of Sun Country common stock present at the special meeting or requested by proxy and entitled to vote on the Merger-Related Compensation Proposal. The third order of business is a proposal to give the Sun Country Board of Directors authority to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the Merger Agreement Proposal. We refer to this proposal as the Adjournment Proposal. This proposal is discussed on page 154 of the proxy statement relating to this meeting.
Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of Sun Country common stock present at the special meeting or represented by proxy and entitled to vote on the Adjournment Proposal. The board has recommended that stockholders vote in favor of the Merger Agreement Proposal, the Merger-Related Compensation Proposal, and the Adjournment Proposal. It is now 9:06 AM Central Time on May 8th, 2026, and the polls remain open. Any stockholder who have not yet voted or wish to change their vote may do so virtually by clicking on the voting button on the web portal and following the instructions provided. Stockholders who have mailed in proxies or voted via telephone or the Internet and who do not want to change their vote do not need to take any further action at this time.
We will now take a short pause to permit any stockholders who have not yet voted or who wish to change their vote to do so now. Now that everyone has had the opportunity to vote, I declare that the polls for Sun Country Airlines Holdings, Inc. special meeting of stockholders closed at 9:08 AM Central Time on May 8th, 2026. Will the Inspector please tally the proxies and votes? Based on a preliminary vote, voting report, I have been advised by the Inspector of Election for this special meeting that the Merger Agreement Proposal has received the requisite number of votes for approval. The Merger-Related Compensation Proposal has received the requisite number of votes for approval, and the Adjournment Proposal has received the requisite number of votes for approval. These voting results are preliminary only.
Final results of the voting will be included in the Form 8-K that the company will file with the Securities and Exchange Commission no later than May 14th, 2026. I would like to thank all of the stockholders who attended this meeting, as well as those who have submitted their proxies but were not able to be present. On behalf of myself and the board of directors, it has been a privilege to serve the stockholders of Sun Country. We wish you all of the best. The meeting is now adjourned at 9:09 AM Central Time. You may disconnect.
That concludes today's meeting. Thank you all for joining.