American Airlines Group (AAL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, with all stockholders able to participate equally regardless of location.

• The company is celebrating its centennial and has focused on operational reliability, maximizing revenue, and reengineering for sustainable long-term performance over 2025 and into 2026.

• Board engagement with major investors has informed decisions on strategy, board composition, human capital management, and executive compensation.

• Six new independent directors have joined since 2021, reflecting a commitment to board refreshment and diversity.

• The company continues to prioritize safety, customer experience, network and fleet strength, loyalty programs, and operational efficiencies.

Voting matters and shareholder proposals

• Election of 12 directors to serve until the 2027 annual meeting.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Advisory approval of executive compensation (say-on-pay).

• Amendment to the Restated Certificate of Incorporation to limit officer liability as permitted by Delaware law.

• Approval of the Amended and Restated 2023 Incentive Award Plan, increasing share reserve by 16.5 million shares and updating plan features.

• Advisory votes on two shareholder proposals: right to act by written consent (Board recommends AGAINST) and cumulative voting for board elections (Board recommends AGAINST).

Board of directors and corporate governance

• Board consists of 12 nominees with diverse backgrounds in transportation, finance, consumer, and technology sectors.

• Independent Chairman and separate CEO roles; Gregory D. Smith serves as Independent Chairman since April 2023.

• Board committees include Audit, Compensation, Corporate Governance and Public Responsibility (CGPR), Finance, and Safety.

• Regular board and committee evaluations, majority voting in director elections, and robust succession planning.

• Board refreshment: six new directors since 2021, average tenure of 5.6 years, and 33% female representation.