Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 3, 2024 (May 29, 2024)

SPIRIT AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35186

38-1747023

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

1731 Radiant Drive

Dania Beach,

Florida

33004

(Address of principal executive offices, including zip code)

(954) 447-7920

(Registrant's telephone number, including area code)

N/A

(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:


☐			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:


Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	SAVE	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Principal Financial Officer

On May 29, 2024, Scott M. Haralson notified Spirit Airlines, Inc. (the “Company”) of his resignation as Executive Vice President and Chief Financial Officer of the Company, effective as of the close of business on June 14, 2024, in order to pursue another opportunity.

Appointment of Principal Financial Officer

On May 29, 2024, the Company appointed Brian J. McMenamy, our Vice President, Controller, to the position of Vice President and Interim Chief Financial Officer and designated him Principal Financial Officer, effective as of the close of business on June 14, 2024.

In connection with that appointment, effective as of June 15, 2024, Mr. McMenamy’s annual base salary will be increased from $290,000 to $400,000. Effective January 1, 2024, Mr. McMenamy’s target annual short-term incentive was increased from 50% to 70% of his base salary, and his target annual long-term incentive was set at $550,000.

Information regarding Mr. McMenamy’s background and business experience is incorporated by reference herein from the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024.

There are no arrangements or understandings between Mr. McMenamy and any other person pursuant to which Mr. McMenamy was appointed to serve as Vice President and Interim Chief Financial Officer. There are no family relationships between Mr. McMenamy and any director or executive officer of the Company, and Mr. McMenamy has no direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of Principal Accounting Officer

On May 31, 2024, the Board of Directors appointed Griselle Molina, the Company’s Senior Director, Corporate Accounting, as Vice President and Controller and designated Ms. Molina as the Company’s Principal Accounting Officer.

Ms. Molina, age 48, has served as the Company’s Assistant Controller and Senior Director, Corporate Accounting since 2019 and, prior to that, as its Director of Corporate Accounting from 2017 to 2019. She served as Director of International Reporting and Compliance Director for the Company from 2013 to 2017. Ms. Molina has also served as Treasurer of the Spirit Airlines Charitable Foundation from 2018 to present.

In connection with her appointment, effective as of June 15, 2024, Ms. Molina’s base salary will be increased from $220,500 to $275,000. Effective January 1, 2024, Ms. Molina’s target annual short-term incentive was increased from 35% to 50% of her base salary, and her target annual long-term incentive was set at $200,000.

There are no arrangements or understandings between Ms. Molina and any other person pursuant to which Ms. Molina was appointed to serve as Vice President and Controller. There are no family relationships between Ms. Molina and any director or executive officer of the Company, and Ms. Molina has no direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s related press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act:


Exhibit No.			Description

99.1			Press Release Spirit Airlines Announces CFO Transition
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

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


Date: June 3, 2024			SPIRIT AIRLINES, INC.

			By: /s/ Thomas Canfield
			Name: Thomas Canfield
			Title: Senior Vice President and General Counsel

Exhibit 99.1 Spirit Airlines Announces CFO Transition Appoints Brian McMenamy as Interim Chief Financial Officer Current CFO Scott Haralson to Join Larger Publicly Traded Company Outside of Airline Industry as CFO DANIA BEACH, Fla., June 3, 2024 -- Spirit Airlines (NYSE: SAVE) today announced that Brian McMenamy, Vice President and Controller, has been named as Interim Chief Financial Officer, effective June 14, 2024. McMenamy succeeds Scott Haralson, Executive Vice President and Chief Financial Officer, who is departing to become CFO of a larger, publicly traded company outside of the airline industry. Haralson will continue in his role through June 14, 2024 to ensure a smooth transition. Spirit will initiate a comprehensive search for a CFO with the assistance of a leading executive search firm. “We are grateful for Scott’s leadership and significant contributions over his eleven years with Spirit,” said Ted Christie, Spirit’s President and Chief Executive Officer. “Scott’s accomplishments are too many to list, but he made a positive and lasting impression on the business. We wish Scott all the best and thank him for his service and dedication to Spirit.” Brian McMenamy brings nearly 40 years of experience in corporate finance. Prior to joining Spirit in 2017, McMenamy held various roles in finance at American Airlines over the course of his 33-year tenure, including Vice President, Finance; Vice President, Financial Planning and Analysis; and Vice President and Controller. He holds a Bachelor of Science in Financial Economics from Rockhurst College in Kansas City, Missouri, and an MBA from Northwestern University’s J.L. Kellogg Graduate School of Management. He is also a Certified Public Accountant. Christie continued, “With extensive financial expertise in the airline industry and a proven track record of driving business solutions, I am confident that Brian is ideally suited to take on the role of Interim CFO. I look forward to working alongside him as we continue to drive growth and position the Company for a return to profitability, while our search for the next CFO of Spirit continues.” Current discussions with bondholders are ongoing and progressing as planned. As previously announced, Spirit has retained Perella Weinberg & Partners L.P. and Davis Polk & Wardwell LLP as advisors. Spirit has begun to execute on initiatives related to its go forward plan, with more changes coming soon. In addition, the Company continues to expect cost saving initiatives to benefit 2024 by over $75 million with annualized run-rate savings estimated at over $100 million. About Spirit Airlines:  Spirit Airlines (NYSE: SAVE) is committed to delivering the best value in the sky. We are the leader in providing customizable travel options starting with an unbundled fare. This allows our Guests to pay only for the options they choose — like bags, seat assignments, refreshments and Wi-Fi — something we call À La Smarte®. Our Fit Fleet® is one of the youngest and most fuel-efficient in the United States. We serve destinations throughout the U.S., Latin America and the Caribbean, making it possible for our Guests to venture further and discover more than ever before. We are committed to inspiring positive change in the communities where we live and work through the Spirit Charitable Foundation. Come save with us at spirit.com.

Exhibit 99.1 Investor inquiries: Spirit Investor Relations investorrelations@spirit.com Media inquiries: Spirit Media Relations Media_Relations@spirit.com

Cover Page	May 29, 2024
Cover page. [Abstract]
Document Type	8-K
Document Period End Date	May 29, 2024
Entity Registrant Name	SPIRIT AIRLINES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35186
Entity Tax Identification Number	38-1747023
Entity Address, Address Line One	1731 Radiant Drive
Entity Address, City or Town	Dania Beach,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33004
City Area Code	954
Local Phone Number	447-7920
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	SAVE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001498710
Amendment Flag	false