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): July 16, 2024 (July 11, 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.

On July 11, 2024, the Board of Directors (“Board”) of Spirit Airlines, Inc. ("Spirit" or the “Company") appointed Richard F. Wallman to Spirit’s Board, effective July 16, 2024. The Board designated Mr. Wallman to serve on its Audit Committee. Mr. Wallman will be compensated for his services on the same basis as other non-employee directors of Spirit. Compensation for Spirit’s non-employee directors is described in the Company’s definitive proxy statement for its 2024 annual meeting of stockholders as filed with the Securities and Exchange Commission on April 25, 2024. Spirit also will provide to Mr. Wallman its standard form of indemnification agreement for its directors and officers, the terms of which are also described in the Company’s definitive proxy statement referenced above.

Mr. Wallman is designated as Class II director and will stand for election at the Company's 2025 annual meeting of stockholders.

A copy of the Company's press release announcing Mr. Wallman’s appointment to the Board is attached to this report as Exhibit 99.1.

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 dated July 16, 2024
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: July 16, 2024			SPIRIT AIRLINES, INC.

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

Exhibit 99.1 Spirit Airlines Announces New Appointment to Board of Directors DANIA BEACH, Fla., July 16, 2024 – Spirit Airlines, Inc. ("Spirit" or the “Company”) (NYSE: SAVE) announced today that its Board of Directors has appointed Richard F. Wallman as its newest member, effective July 16, 2024. “We are very pleased that Richard Wallman has agreed to join our board,” said H. McIntyre “Mac” Gardner, Spirit’s Chairman of the Board. “Richard is a wise and respected business leader, with a deep background in financial management, corporate development, and diverse experience on public and private company boards. Richard will be a tremendous resource to the Spirit management team.” “I am delighted to join Spirit’s board and to be a part of advancing the company’s goal to increase value to travelers and shareholders alike,” said Mr. Wallman. “I look forward to working with Spirit’s leadership team and the other board members.” Mr. Wallman served as the Chief Financial Officer and Senior Vice President of Honeywell International Inc., a diversified industrial technology and manufacturing company, and its predecessor AlliedSignal, from March 1995 to July 2003. Prior to that, Mr. Wallman served in senior financial positions with IBM and Chrysler Corporation. He is currently a director of CECO Environmental Corp., Charles River Laboratories International, Inc., and Roper Technologies, Inc. Mr. Wallman received his Bachelor of Science from Vanderbilt University and his MBA from the University of Chicago Booth Graduate School of Business. ### 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.  Investor inquiries: Spirit Investor Relations investorrelations@spirit.com Media inquiries: Spirit Media Relations Media_Relations@spirit.com

Cover Page	Jul. 11, 2024
Cover page. [Abstract]
Document Type	8-K
Document Period End Date	Jul. 11, 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