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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

Date of Report (date of earliest event reported): May 6, 2025

SKYWEST, INC.

(Exact Name of Registrant as Specified in its Charter)

Utah

0-14719

87-0292166

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation or organization)

File Number)

Identification No.)

444 South River Road

St. George, Utah

84790

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code:

(435) 634-3000

Not applicable

(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

Trading Symbol(s)

Name of Each Exchange on which Registered

Common Stock, No Par Value

SKYW

The Nasdaq Global Select Market

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

On May 6, 2025, SkyWest, Inc. (the “Company”) held its annual meeting of shareholders, at which the Company’s shareholders considered and voted on the items described below:

1.The following persons were elected to serve as directors of the Company, each to serve until the next annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, based upon the following votes:

Name of Nominee

    

Votes For

    

Votes Against

Abstentions

Broker Non-Votes

 

James L. Welch

33,114,910

1,176,458

20,523

2,096,631

Russell A. Childs

33,876,626

422,958

12,307

2,096,631

Smita Conjeevaram

33,716,481

569,661

25,749

2,096,631

Derek J. Leathers

33,410,237

880,143

21,511

2,096,631

Meredith S. Madden

33,412,374

869,892

29,625

2,096,631

Ronald J. Mittelstaedt

33,176,877

1,116,159

18,855

2,096,631

Keith E. Smith

30,191,113

4,101,339

19,439

2,096,631

2.The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based upon the following votes:

Votes for approval

33,416,415

 

Votes against

856,035

Abstentions

39,441

Broker Non-Votes

2,096,631

3.The Company’s shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025, based upon the following votes:

Votes for approval

    

35,841,929

 

Votes against

541,146

Abstentions

25,447

4.The Company’s shareholders did not approve the shareholder proposal described in the Company’s Proxy Statement, based upon the following votes:

Votes for approval

    

9,856,009

 

Votes against

24,340,598

Abstentions

115,284

Broker Non-Votes

2,096,631

SIGNATURE

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.

    

SKYWEST, INC.

Dated: May 8, 2025

By

/s/ Eric J. Woodward

Eric J. Woodward, Chief Accounting Officer