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AMERICAN AIRLINES GROUP INC. (Name of Registrant As Specified in Its Charter)

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AMERICAN AIRLINES GROUP INC. (Name of Registrant As Specified in Its Charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 under § 240.14a-12 AMERICAN AIRLINES GROUP 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 transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of 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 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: Table of Contents Notice of 2021 annual meeting of stockholders and proxy statement American Airlines Group Inc. Table of Contents April 29, 2021 To Our Stockholders: On behalf of the Board of Directors of American Airlines Group Inc., we invite you to attend the 2021 Annual Meeting of Stockholders to be held on Wednesday, June 9, 2021, at 9:00 a.m. Central Time. As in recent meetings, this year’s Annual Meeting will be a virtual meeting of stockholders, conducted via live audio webcast. The virtual format provides the opportunity for participation by a broader group of our stockholders and enables stockholders to participate fully, and equally, from any location around the world, at no cost. You can attend the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/aal2021 by using the 16-digit control number which appears on your Notice Regarding the Availability of Proxy Materials, your proxy card (printed in the box and marked by the arrow), and the instructions that accompanied your proxy materials. You will have the ability to submit questions in advance of, and real-time during, the Annual Meeting via the meeting website. The attached Notice of 2021 Annual Meeting of Stockholders and Proxy Statement describes the formal business to be transacted and detailed procedures for attending, submitting questions and voting at the virtual meeting. We have produced an interactive proxy statement that will provide our stockholders with better capability to navigate through the document, making key information easier to find and evaluate. The interactive proxy statement is accessible at www.proxydocs.com/AAL prior to the Annual Meeting and at www.virtualshareholdermeeting.com/aal2021 during the Annual Meeting. It is important that your shares be represented at the Annual Meeting and, regardless of whether you plan to attend, we request that you vote in advance on the matters to be presented at the Annual Meeting as described in these proxy materials. Thank you for your continued support. Sincerely, W. Douglas Parker Chairman of the Board of Directors and Chief Executive Officer The accompanying Proxy Statement is dated April 29, 2021, and is first being released to stockholders of American Airlines Group Inc. on or about April 29, 2021. Table of Contents NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS DATE AND TIME: MEETING AGENDA Wednesday, June 9, 2021 9:00 a.m. Central Time 1 A proposal to elect 12 directors to serve until the 2022 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified VIRTUAL MEETING ACCESS: www.virtualshareholdermeeting.com/aal2021 2 A proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year RECORD DATE: ending December 31, 2021 April 13, 2021 3 A proposal to consider and approve, on a non-binding, advisory basis, executive compensation as disclosed in the attached Proxy Statement 4 Advisory vote on a stockholder proposal 5 Such other business as properly may come before the 2021 Annual Meeting of Stockholders or any adjournments or postponements of the Annual Meeting For instructions on voting in advance of and during the virtual meeting, please see page (i) of the Proxy Statement. Important notice regarding the availability of proxy materials for the Annual Meeting: Our Proxy Statement and 2020 Annual Report on Form 10-K are available at www.proxydocs.com/AAL prior to the Annual Meeting and at www.virtualshareholdermeeting.com/aal2021 during the Annual Meeting. You can help us reduce costs and the impact on the environment by electing to receive and access future copies of our proxy statements, annual reports and other stockholder materials electronically by email. If your shares are registered directly in your name with our stock registrar and transfer agent, American Stock Transfer & Trust Company, LLC, you can make this election by going to its website (www.astfinancial.com) or by following the instructions provided when voting over the Internet. If you hold your shares in a brokerage account or otherwise through a third party in “street name,” please refer to the information provided by your broker, bank or other nominee for instructions on how to elect to receive and view future annual meeting materials electronically. By Order of the Board of Directors of American Airlines Group Inc., Caroline B. Ray Corporate Secretary PLEASE READ THE ACCOMPANYING PROXY STATEMENT CAREFULLY. REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING, YOUR VOTE IS IMPORTANT AND WE ENCOURAGE YOU TO VOTE PROMPTLY. Table of Contents PROXY STATEMENT SUMMARY This summary contains highlights about our company and the upcoming 2021 Annual Meeting of Stockholders (the “Annual Meeting”). This summary does not contain all of the information that you should consider in advance of the meeting and we encourage you to read the entire proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2020 that accompanies this Proxy Statement before voting. 2021 Annual Meeting of Stockholders Date and Time: Virtual Meeting Access: Wednesday, www.virtualshareholdermeeting.com/aal2021 June 9, 2021 at 9:00 a.m., Central Time Record Date: Proxy Mail Date: April 13, 2021 On or about April 29, 2021. Vote in Advance of the Meeting Vote During the Meeting Over the Internet at www.proxyvote.com; or Over the Internet at www.virtualshareholdermeeting.com/aal2021 during the Annual Meeting. By telephone at 1-800-690-6903; or See page 1 — “Virtual Stockholder Meeting” for details on how to access the live audio webcast and vote during the Annual Meeting. By mail—sign, date and return the proxy card or voting instruction form mailed to you. 2021 Proxy Statement | i Table of Contents Submitting questions prior to and at the virtual Annual Meeting. An online pre-meeting forum will be available at www.proxyvote.com approximately two weeks prior to the day of the Annual Meeting. By accessing this online forum, our stockholders will be able to submit questions in writing in advance of the Annual Meeting. Stockholders may also submit questions in writing during the Annual Meeting on www.virtualshareholdermeeting.com/aal2021. Stockholders will need their unique control number which appears on their Notice Regarding the Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow) and the instructions that accompanied the proxy materials. As part of the Annual Meeting, and as time permits, we will hold a live Q&A session, during which we intend to answer questions submitted before or during the meeting in accordance with the Annual Meeting’s Rules of Conduct which are pertinent to the Company and the meeting matters. Answers to any such questions that are not addressed during the meeting will be published following the meeting on the Company’s website at www.aa.com under the links “Investor Relations”—“Annual Shareholders Meeting”—“2021 Annual Meeting of Stockholders Q&A”. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. In order to promote fairness, efficient use of the Company’s resources and to ensure all stockholders are responded to, we will respond to up to three questions from a single stockholder. The Annual Meeting’s Rules of Conduct will be posted on www.proxyvote.com approximately two weeks prior to the Annual Meeting. Stockholder Engagement and Governance Highlights We welcome and value communication with our stockholders. We engage in proactive dialogue with our largest stockholders year-round to gain an understanding of their perspectives on a wide range of matters, which we regularly share with the Board of Directors of the Company (the “Board”). Stockholders may communicate directly with our Board as
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