Document
false0001362468 0001362468 2020-09-01 2020-09-01


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): September 1, 2020
 
Allegiant Travel Company
 
(Exact name of registrant as specified in its charter)
 
Nevada
001-33166
20-4745737
 
 
 
 
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
 
 
1201 North Town Center Drive
 
89144
Las Vegas,
Nevada
 
 
 
 
 
 
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code:              (702) 851-7300
(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))

Indicate by check mark whether the registrant is an emerging growth company as in Rule 405 of the Securities Act of 193 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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. ☐





Section 1    Registrant’s Business and Operations

Item 1.01            Entry into a Material Definitive Agreement.
 
On September 1, 2020, Allegiant Travel Company (the "Company") entered into Employment Agreements with Robert Wilson and Scott DeAngelo under which each will continue to serve as executive vice president and chief information officer (Mr. Wilson) or chief marketing officer (Mr. DeAngelo) of the Company.  The Employment Agreements have a three-year term expiring on August 31, 2023. Under the Employment Agreements, each of Mr. Wilson and Mr. DeAngelo will receive total annual compensation equal to their level of compensation in 2019 but more than 75 percent of their compensation will be in the form of stock grants. Under the Employment Agreements, each of Mr. Wilson and Mr. DeAngelo will receive a base salary of $260,000 per year. Under the Employment Agreement and related equity grant agreement, Mr. Wilson will receive an equity grant of 8,400 shares of restricted stock granted coincident with the execution of the agreement plus additional shares upon the first and second anniversaries of the Employment Agreement with a grant date value of $1,085,000 on each anniversary provided Mr. Wilson’s employment continues at that time. Under the Employment Agreement and related equity grant agreement, Mr. DeAngelo will receive an equity grant of 7,450 shares of restricted stock granted coincident with the execution of the agreement plus additional shares upon the first and second anniversaries of the Employment Agreement with a grant date value of $960,000 on each anniversary provided Mr. DeAngelo’s employment continues at that time.  Each of these grants of restricted stock will vest over a three-year period subject to acceleration upon death, disability, termination of employment without cause, upon a resignation with good reason or upon a change in control. Upon Mr. Wilson’s or Mr. DeAngelo’s termination of employment without cause or upon a resignation for good reason, Mr. Wilson or Mr. DeAngelo (as applicable) will continue to receive his base salary and benefits through the end of the three-year term of the Agreement but in no event less than six months. If Mr. Wilson or Mr. DeAngelo remains in the employ of the Company at such time as the CARES Act executive compensation limits no longer apply to the Company, he will be granted another 7,500 shares of restricted stock which would vest one year later.  All compensation payable to Mr. Wilson and Mr. DeAngelo under the Agreement is subject to the limitations on executive compensation under the CARES Act so long as those restrictions continue to apply to the Company. Each of Mr. Wilson and Mr. DeAngelo has agreed to a noncompete and nonsolicitation of business partners and employees during the term of his Employment Agreement and for a one-year period thereafter.






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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Allegiant Travel Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Date:  September 4, 2020
ALLEGIANT TRAVEL COMPANY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Gregory C. Anderson
 
 
Name:
Gregory C. Anderson
 
 
Title:
Executive Vice President, Chief Financial Officer
 

 

 



3
 v3.20.2
Cover Page Document
Sep. 01, 2020
Cover page.  
Document Type 8-K
Document Period End Date Sep. 01, 2020
Entity Registrant Name Allegiant Travel Company
Entity Incorporation, State or Country Code NV
Entity File Number 001-33166
Entity Tax Identification Number 20-4745737
Entity Address, Address Line One 1201 North Town Center Drive
Entity Address, City or Town Las Vegas,
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89144
City Area Code 702
Local Phone Number 851-7300
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 0001362468
Amendment Flag false