UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event
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(Exact name of registrant as specified in its charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (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. ¨
ITEM 5.04—TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS
On February 20, 2020, SkyWest, Inc. (the “Company”) filed a Current Report on Form 8-K reporting that it had elected to change the recordkeeper and trustee for the SkyWest, Inc. Employees’ Retirement Plan (the “Plan”). As previously reported, as a result of this change, there will be a blackout period in which Plan participants and beneficiaries temporarily will be unable to obtain a loan or distribution or direct or diversify their Plan investments, including investments in the Company’s common stock held in the Plan. This period of restriction is necessary in order to transfer Plan account information and Plan assets from Wells Fargo Bank, N.A. to Charles Schwab Trust Bank, the new recordkeeper and trustee. The blackout period was expected to begin at 4:00 p.m. Eastern time on March 17, 2020, and end during the week of April 19, 2020 (the “Blackout Period”).
On March 17, 2020, the Company sent an updated notice regarding the Blackout Period (the “Updated D&O Notice”) to its directors and Section 16 officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR of the Securities Exchange Act of 1934, as amended, notifying them that due to ongoing market volatility as a result of the coronavirus (COVID-19), the transition to the new recordkeeper and trustee for the Plan is being delayed for a minimum of 30 days, and as a result, the Blackout Period will also be delayed for at least 30 days. The Updated D&O Notice updated the notice sent by the Company on February 17, 2020. An additional notice will be circulated when the timing of the revised Blackout Period is known.
The foregoing description of the Updated D&O Notice does not purport to be complete and is qualified in its entirety by reference to the complete text of the Updated D&O Notice, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit Number |
Title of Document | |
| 99.1 | Updated Notice from the SkyWest, Inc. Employees’ Retirement Plan | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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.
| SKYWEST, INC. | ||
| Date: March 17, 2020 | By | /s/ Eric J. Woodward |
| Eric J. Woodward, Chief Accounting Officer | ||
Exhibit 99.1
Important Notice Concerning Delay of
Special Blackout Period
March 17, 2020
To: Directors and Section 16 Officers of SkyWest, Inc. (“SkyWest”)
From: Bryce Higgins
Subject: Temporary Delay of Blackout Trading Restriction Period
You received a notice on or about February 17, 2020 regarding significant restrictions that were will be imposed on your ability to deal in SkyWest common stock and derivative securities (the “BTR Blackout Period”). This notice is to inform you that the BTR Blackout Period is temporarily being delayed.
Delay of BTR Blackout Period
The BTR Blackout Period was originally scheduled to commence at 4:00 p.m. Eastern time on March 17, 2020 and to end during the week of April 19, 2020. These dates coincided with a blackout period that was to be imposed under the SkyWest, Inc. Employees’ Retirement Plan (the “401(k) Plan”) as the 401(k) Plan transitioned to a new recordkeeper and trustee.
Due to ongoing market volatility as a result of coronavirus (COVID-19), the transition to the new 401(k) Plan recordkeeper and trustee is being delayed for a minimum of 30 days. As a result, the BTR Blackout Period will also be delayed for at least 30 days.
At this time, we do not know precisely when the BTR Blackout Period will begin. We will notify you of the timing of the BTR Blackout Period as soon as practicable after those decisions have been made.
We are obligated under the Sarbanes-Oxley Act to provide you with this notice. In addition, we are required to file this notice with the SEC as part of a Form 8-K.
Where to Obtain More Information
If you have any questions about the delay in the BTR Blackout Period, you may contact Bryce Higgins at SkyWest, Inc., 444 South River Road, St. George, Utah 84790-2086. His telephone number is (435) 634-3222, and his email address is bhiggins@skywest.com.
Cover |
Mar. 17, 2020 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 17, 2020 |
| Entity File Number | 0-14719 |
| Entity Registrant Name | SKYWEST, INC. |
| Entity Central Index Key | 0000793733 |
| Entity Tax Identification Number | 87-0292166 |
| Entity Incorporation, State or Country Code | UT |
| Entity Address, Address Line One | 444 South River Road |
| Entity Address, City or Town | St. George |
| Entity Address, State or Province | UT |
| Entity Address, Postal Zip Code | 84790 |
| City Area Code | 435 |
| Local Phone Number | 634-3000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, No Par Value |
| Trading Symbol | SKYW |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |