8-K

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 26, 2016

VIRGIN AMERICA INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36718	20-1585173
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
555 Airport Boulevard Burlingame, CA 94010 (Address of principal executive offices, including Zip Code) Registrant’s telephone number, including area code: (650) 762-7000

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:  

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Virgin America Inc. (“Virgin America” or the “Company”) held its Special Meeting of Stockholders on July 26, 2016 (the “Special Meeting”). As of June 17, 2016, Virgin America’s record date for the Special Meeting, there were a total of 37,824,294 shares of voting common stock, par value $0.01 per share (the “Voting Common Stock”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 30,682,668 shares of Voting Common Stock were present or represented by proxy and, therefore, a quorum was present. Virgin America’s stockholders voted on three proposals, all of which were approved by the requisite vote of the Company’s stockholders. The final voting results for the proposals are set forth below.

Proposal 1: To adopt the Agreement and Plan of Merger, dated as of April 1, 2016, by and among Alaska Air Group, Inc., a Delaware corporation (“Alaska Air Group”), Alpine Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Alaska Air Group (“Merger Sub”) and Virgin America (as it may be amended from time to time, the “Merger Agreement”), pursuant to which, upon the satisfaction or waiver of the conditions to closing set forth therein, Merger Sub will merge with and into Virgin America (the “Merger”), with Virgin America surviving the Merger as a subsidiary of Alaska Air Group (the “Merger Proposal”).

For	Against	Abstain
30,472,034	23,309	187,325

Proposal 2: To approve the adjournment of the Special Meeting, if necessary, to solicit additional votes to approve the Merger Proposal, if there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

For	Against	Abstain
29,644,933	837,780	199,955

Proposal 3: To approve on a non-binding, advisory basis, certain compensation that will or may become payable to the named executive officers of the Company that is based on or otherwise relates to the Merger.

For	Against	Abstain
28,706,168	1,744,489	232,011

Item 8.01    Other Events.

On July 26, 2016, Virgin America issued a press release announcing receipt of the requisite stockholder approval for the Merger Proposal. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Reference is made to the Exhibit Index attached hereto.

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.

	VIRGIN AMERICA INC.
Date: July 28, 2016	By: /s/ John J. Varley John J. Varley Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Virgin America Inc. dated July 26, 2016

EX-99.1

Exhibit 99.1

VIRGIN AMERICA SHAREHOLDERS VOTE TO APPROVE MERGER AGREEMENT WITH ALASKA AIR GROUP, INC.

Deal to Create Premier West Coast Airline Expected to Obtain Remaining Regulatory Approvals and Close in 4^th Quarter of 2016

San Francisco - July 26, 2016 - Virgin America Inc. (NASDAQ: VA) today announced that the merger agreement with Alaska Air Group, Inc. (NYSE: ALK), the parent company of Alaska Airlines, Inc., was approved by an affirmative vote of the holders of a majority of the outstanding shares of Virgin America voting common stock. A report reflecting the complete voting results will be available on a Current Report on Form 8-K to be filed later this week by Virgin America.

On April 4, 2016, Virgin America and Alaska Airlines announced they had reached an agreement to combine to create the premier airline for West Coast travelers. The two airlines anticipate they will obtain regulatory approvals and complete the transaction in the fourth quarter of 2016.

# # #

Media Contact: dave.arnold@virginamerica.com / 917.968.3622

Investor Contact: stephen.shulstein@virginamerica.com / 650.645.5694

About Virgin America

Known for its mood-lit cabins, three beautifully designed classes of service and innovative fleetwide amenities - like touch-screen personal entertainment, WiFi and power outlets at every seat, Virgin America has earned a host of awards since launching in 2007 - including being named the "Best Domestic Airline" in Travel + Leisure's World's Best Awards for the past nine consecutive years and "Best U.S. Airline" in Condé Nast Traveler's Readers' Choice Awards for the past eight consecutive years. For information, visit www.virginamerica.com.

About Alaska Airlines

Alaska Airlines, a subsidiary of Alaska Air Group (NYSE: ALK), together with its partner regional airlines, serves more than 100 cities through an expansive network in the United States, Canada, Costa Rica and Mexico. Alaska Airlines ranked "Highest in Customer Satisfaction Among Traditional Carriers in North America" in the J.D. Power North American Airline Satisfaction Study for nine consecutive years from 2008 to 2016. Alaska Airlines' Mileage Plan also ranked "Highest in Customer Satisfaction with Airline Loyalty Rewards Programs" in the J.D. Power Airline Loyalty/Rewards Program Satisfaction Report for the last three consecutive years. For reservations, visit www.alaskaair.com. For more news and information, visit the Alaska Airlines newsroom at www.alaskaair.com/newsroom.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking information about Alaska Airlines, Virgin America and the proposed transaction. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as "believe," “will, "expect," "may," "likely," "should," "project," "could," "plan," "goal," "potential," "pro forma," "seek," "estimate," "intend" or "anticipate" or the negative thereof, and may include discussions of strategy, financial projections, guidance and estimates (including their underlying assumptions), statements regarding plans, objectives, expectations or consequences of announced transactions and statements about the future performance, operations, products and services of Virgin America and/or Alaska Airlines. Alaska Airlines and Virgin America caution readers not to place undue reliance on these statements. These forward-looking statements are subject to a variety of risks and uncertainties. Consequently, actual results and experience may differ materially from those contained in any forward-looking statements. Such risks and uncertainties include: the possibility that the closing conditions to the proposed transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary

regulatory approval; delay in closing the transaction or the possibility of non-consummation of the transaction; the occurrence of any event that could give rise to termination of the merger agreement; the risk that stockholder litigation in connection with the contemplated transaction may affect the timing or occurrence of the contemplated transaction or result in significant costs of defense, indemnification and liability; risks inherent in the achievement of anticipated synergies and the timing thereof; risks related to the disruption of the transaction to Virgin America and its management; the effect of announcement of the transaction on Virgin America's ability to retain and hire key personnel and maintain relationships with suppliers and other third parties; labor costs and relations, general economic conditions, increases in operating costs including fuel, inability to meet cost reduction goals, an aircraft accident, and changes in laws and regulations. These risks and others relating to Alaska Airlines and Virgin America are described in greater detail in their respective SEC filings, including (i) as to Alaska Airlines, Alaska Airlines' Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2015, as well as in other documents filed by Alaska Airlines with the SEC after the date thereof, and (ii) as to Virgin America, Virgin America's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2015, as well as in other documents filed by Virgin America with the SEC after the date thereof. Alaska Airlines and Virgin America make no commitment to revise or update any forward- looking statements in order to reflect events or circumstances occurring or existing after the date any forward-looking statement is made.