save-20200616
6/16/20200001498710false00014987102020-06-192020-06-190001498710save:CommonStock0.0001parvalueMember2020-06-192020-06-190001498710save:SeriesAPreferredStockPurchaseRightsMember2020-06-192020-06-19

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

June 16, 2020
Date of Report (date of earliest event reported)
SPIRIT AIRLINES, INC.
(Exact name of registrant as specified in its charter)

Delaware001-3518638-1747023
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)
2800 Executive WayMiramar,Florida33025
(Address of Principal Executive)(Zip Code)
(954) 447-7920
(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:
☐
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:
ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, 00014987102020-06-192020-06-190001498710save:CommonStock0.0001parvalueMember2020-06-192020-06-190001498710save:SeriesAPreferredStockPurchaseRightsMember2020-06-192020-06-19

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

June 16, 2020
Date of Report (date of earliest event reported)
SPIRIT AIRLINES, INC.
(Exact name of registrant as specified in its charter)

Delaware001-3518638-1747023
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)
2800 Executive WayMiramar,Florida33025
(Address of Principal Executive)(Zip Code)
(954) 447-7920
(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:
☐
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:
ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par valueSAVENew York Stock Exchange
Series A Preferred Stock Purchase RightsSAVENew 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 5.07 Submission of Matters to a Vote of Security Holders

The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on June 16, 2020 via live webcast at www.virtualshareholdermeeting.com/SAVE2020. Of the 68,539,976 shares of voting common stock outstanding as of April 20, 2020, the record date, 56,075,410 shares, or approximately 81.81%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting, each of which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2020.


Proposal 1 - Election of Directors
The following three (3) Class III directors were elected to serve for three-year terms until the 2023 annual meeting of stockholders or until their respective successors are elected and qualified.

NameVotes ForAgainstVotes WithheldBroker Non-Votes
Edward M. Christie III33,671,299—1,677,77320,726,338
Mark B. Dunkerley33,921,143—1,427,92920,726,338
Christine P. Richards33,915,609—1,433,46320,726,338


Proposal 2 - Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

ForAgainstAbstainBroker Non-Votes
54,860,172904,347310,891—


Proposal 3 - Approval on a non-binding, advisory basis, of the compensation of the Company's named executive officers.

ForAgainstAbstainBroker Non-Votes
34,584,741545,122219,20920,726,338


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 19, 2020SPIRIT AIRLINES, INC.
By: /s/ Thomas Canfield
Name: Thomas Canfield
Title: Senior Vice President and General Counsel





SAVENew York Stock Exchange
Series A Preferred Stock Purchase RightsSAVENew 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 5.07 Submission of Matters to a Vote of Security Holders

The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on June 16, 2020 via live webcast at www.virtualshareholdermeeting.com/SAVE2020. Of the 68,539,976 shares of voting common stock outstanding as of April 20, 2020, the record date, 56,075,410 shares, or approximately 81.81%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting, each of which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2020.


Proposal 1 - Election of Directors
The following three (3) Class III directors were elected to serve for three-year terms until the 2023 annual meeting of stockholders or until their respective successors are elected and qualified.

NameVotes ForAgainstVotes WithheldBroker Non-Votes
Edward M. Christie III33,671,299—1,677,77320,726,338
Mark B. Dunkerley33,921,143—1,427,92920,726,338
Christine P. Richards33,915,609—1,433,46320,726,338


Proposal 2 - Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

ForAgainstAbstainBroker Non-Votes
54,860,172904,347310,891—


Proposal 3 - Approval on a non-binding, advisory basis, of the compensation of the Company's named executive officers.

ForAgainstAbstainBroker Non-Votes
34,584,741545,122219,20920,726,338


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 19, 2020SPIRIT AIRLINES, INC.
By: /s/ Thomas Canfield
Name: Thomas Canfield
Title: Senior Vice President and General Counsel






 v3.20.1
Cover Page
Jun. 19, 2020
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 16, 2020
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 2800 Executive Way
Entity Address, City or Town Miramar,
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33025
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
Entity Emerging Growth Company false
Entity Central Index Key 0001498710
Amendment Flag false
CommonStock,$0.0001parvalue [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol SAVE
Security Exchange Name NYSE
Series A Preferred Stock Purchase Rights [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Series A Preferred Stock Purchase Rights
Trading Symbol SAVE
Security Exchange Name NYSE