Delta Air Lines, Inc
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to § 240.14a-12 DELTA AIR LINES, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which the transaction applies: (2) Aggregate number of securities to which the transaction applies: (3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of the transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TIME AND DATE: ACCESS THE ANNUAL MEETING: RECORD DATE: Thursday, June 18, 2020 Due to the COVID-19 pandemic, the annual April 30, 2020 7:30 a.m. Eastern Daylight Time meeting will be held virtually. Shareholders may participate by logging in at www.virtualshareholdermeeting.com/DAL2020. AGENDA At the Annual Meeting, shareholders will be asked to vote on the following proposals: Board Recommends Vote: ITEM 1 Election of 12 directors named in the Proxy Statement FOR each nominee ITEM 2 Advisory vote on executive compensation FOR ITEM 3 Ratification of Ernst & Young LLP as independent auditors for 2020 FOR ITEM 4 Shareholder proposal regarding right to act by written consent, if properly presented AGAINST ITEM 5 Shareholder proposal on a climate lobbying report, if properly presented AGAINST ITEM 6 Shareholder proposal on a political contributions report, if properly presented AGAINST ITEM 7 Shareholder proposal regarding sexual harassment policy, if properly presented AGAINST In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement by or at the direction of the Board of Directors. A list of shareholders entitled to vote at the meeting will be available for examination during normal business hours for ten days before the meeting at Delta’s Investor Relations Department, 1030 Delta Boulevard, Atlanta, Georgia 30354. The shareholder list will also be available at the meeting. If you plan to attend the meeting virtually, please see the instructions on page 73 of the attached proxy statement. We encourage shareholders to sign up to receive future proxy materials electronically, including the Notice Regarding the Availability of Proxy Materials. To sign up, visit http://enroll.icsdelivery.com/dal. BY INTERNET IN ADVANCE BY TELEPHONE BY MAIL AT THE MEETING Go to www.proxyvote.com and Call 1-800-690-6903 Sign, date and return your Attend the annual meeting virtually. See page follow the instructions proxy card in the enclosed 73 for instructions on how to attend postage-paid envelope The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our shareholders on or about May 7, 2020. Please read our attached proxy statement carefully and submit your vote as soon as possible. Your vote is important. You can ensure that your shares are voted at the meeting by using our Internet or telephone voting system, or by completing, signing and returning a proxy card. Atlanta, Georgia May 7, 2020 2020 PROXY STATEMENT 1 LETTER FROM THE NON-EXECUTIVE CHAIRMAN OF THE BOARD As the non-executive Chairman of the Board, thank you for your support of Delta Air Lines especially during this time of challenge for our company, our country and the global community we serve. At all times and especially this time of crisis, our Board strives to oversee Delta in a responsible and transparent way. 2019 was an amazing year for Delta - record profits and outstanding operational performance demonstrating the strength of Delta’s people and its culture. In the blink of an eye, the COVID-19 pandemic dramatically disrupted our industry, our country and our world. The information in this proxy statement is primarily related to our 2019 results and our upcoming annual meeting, but I wanted to use this space to highlight the actions we have taken with respect to executive compensation in 2020 as of April 15. As CEO, Ed is setting the example by forgoing his salary for six months through September and the other members of the executive leadership team are taking a 50% pay cut through September. All other officers of the company are taking a 50% pay cut for three months through the end of June and managing director and director-level employees are taking a 25% pay cut for the same period. As Board members, we are also forgoing our cash retainers for six months. The strong foundation of good governance described in the pages of this proxy statement has been especially crucial in this time. The breadth of experience and wisdom among the Board members is critical as we exercise our responsibility to oversee the strong management team in place at the company. When board members who bring varied experiences are able to interact in the collegial and engaged way in which we operate, you can be confident that we are working hard on your behalf. We are especially grateful to Dan Carp for his 13 years of leadership on the Delta Board. Dan served as the non-executive chair of the Board during a time of significant change and growth in the global industry. Joining the Board as Chair in 2007, Dan’s tenure has seen Delta lead the industry through a period of industry consolidation and expansion in the global marketplace. The Board’s thoughtful oversight during this period has resulted in Delta’s emergence as the leader in the global industry. Dan’s leadership, thoughtfulness and commitment to Delta will be missed, and we wish him well in his retirement from the Board. As we look forward to the second half of this year and the challenges that lie ahead for Delta, the Board welcomes your support and engagement. We encourage you to share suggestion and concerns with us. In particular, we encourage you to review this proxy statement, and vote in the upcoming meeting. As always, we deeply appreciate your support as shareholders and customers. Sincerely, ir.delta.com 2020 PROXY STATEMENT 2 LETTER FROM THE CEO In 2019, Delta demonstrated the power of our people and brand with our best year in history operationally, financially and for our customers. We know every year comes with its challenges, and we knew 2020 would be no exception. But we could have never predicted just how quickly the COVID-19 pandemic would upend our plans and reset expectations for the year, as demand for near-term air travel dropped to almost zero in a matter of weeks. We all hope this period will end soon, but we must be realistic that the timing and shape of revenue recovery are uncertain. The actions we have taken and continue to take in the coming months will define how Delta emerges on the other side. As we look ahead to the rest of 2020, our response remains focused on three priorities: Taking care of our people and customers. Nothing is more important than the health and safety of our employees and customers. We have invested in resources to increase cleanliness across the organization, including a wide range of safety and cleaning measures on planes, at airports and across our facilities. These actions won’t end when the virus abates – we will continue to invest in new techniques to make flying safer than ever. We are also taking steps to help our employees and customers practice social distancing, including blocking middle seats, pausing automatic upgrades, modifying our boarding process and reducing meal service. Preserving our liquidity. As revenues rapidly deteriorated, we took decisive action to reduce our cost base and protect liquidity. We hit pause on every project that was not necessary and cut expenses by consolidating airport operations, closing many Delta Sky Clubs and delaying non-essential aircraft maintenance. Since early March, we have raised capital and are receiving payroll support under the CARES Act. Our actions so far, combined with CARES Act relief, should bolster our liquidity to over $12 billion by the end of the June quarter, putting us on a solid path to stay above our $5 billion minimum liquidity target throughout the entire year. Positioning Delta for recovery. We are confident that people will begin to travel again. The actions we take now and over the next few quarters will define Delta’s recovery position. To succeed, we will need to be a more nimble airline going forward. Delta’s core business strengths are enduring: our people, brand, domestic network and operational reliability.