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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

May 4, 2023

(Date of earliest event reported)

ALASKA AIR GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-8957						91-1292054
(Commission File Number)						(IRS Employer Identification No.)

19300 International Boulevard

Seattle

Washington

98188

(Address of Principal Executive Offices)

(Zip Code)

(206) 392-5040

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Ticker Symbol			Name of each exchange on which registered
Common stock, $0.01 par value			ALK			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

This document is also available on our website at http://investor.alaskaair.com.

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ITEM 5.07. Submission of Matters to a Vote of Security Holders.

(a) Alaska Air Group, Inc.'s (the "Company") Annual Meeting of Stockholders was held on May 4, 2023.

(b) At the Annual Meeting, all 11 director nominees were elected for one-year terms expiring on the date of the Annual Meeting in 2024. The results of the voting with respect to the election of directors were as follows:

Proposal 1. Election of nominees for the Board of Directors:

Board Nominees			For						Against						Abstain						Broker Non Votes
Patricia M. Bedient			90,031,273						2,390,618						174,470						14,552,036
James A. Beer			92,069,014						345,525						181,822						14,552,036
Raymond L. Conner			88,918,434						3,503,102						174,825						14,552,036
Daniel K. Elwell			91,952,445						466,046						177,870						14,552,036
Dhiren R. Fonseca			92,029,102						376,221						191,038						14,552,036
Kathleen T. Hogan			90,884,002						1,540,770						171,589						14,552,036
Adrienne R. Lofton			92,040,570						383,630						172,161						14,552,036
Benito Minicucci			91,564,651						850,530						181,180						14,552,036
Helvi K. Sandvik			91,609,650						792,864						193,847						14,552,036
J. Kenneth Thompson			82,916,427						9,503,342						176,592						14,552,036
Eric K. Yeaman			91,312,501						1,105,021						178,839						14,552,036

The results of voting on Proposals 2 through 4 were as follows:

Proposal 2.  A board proposal seeking an advisory vote to approve the compensation of the Company’s Named Executive Officers:

			Number of Votes
For			88,706,315
Against			3,607,192
Abstain			282,854
Broker Non-votes			14,552,036

Proposal 3. A board proposal seeking the frequency of the advisory vote to approve the compensation of the Company’s Named Executive Officers:

			Number of Votes
For			88,339,289
Against			258,708
Abstain			3,829,112
Broker Non-votes			169,252

Proposal 4.  A board proposal seeking ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for fiscal year 2023:

			Number of Votes
For			105,973,378
Against			893,297
Abstain			281,722
Broker Non-votes			N/A

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ALASKA AIR GROUP, INC.                                                                           

Registrant

Date: May 10, 2023

/s/ Kyle B. Levine                                                                            

Kyle B. Levine

Senior Vice President, Legal, General Counsel and Corporate Secretary