mesa-8k_20200206.htm


Nevada		001-38626	85-0302351
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification Number)

	410 North 44th Street, Suite 700
	Phoenix, Arizona 85008
	(Address of principal executive offices, and zip code)

		(602) 685-4000
	(Registrant’s telephone number, including area code)

	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:

☐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 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).

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. ☒

Mesa Air Group, Inc., a Nevada corporation (the “Company”), held its Annual Meeting of Shareholders (the “Annual Meeting”) on February 4, 2020. At the Annual Meeting, the Company’s shareholders voted on two proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on December 31, 2019. As of December 9, 2019, there were 32,362,489 shares of the Company’s common stock issued, outstanding and entitled to vote on the proposals presented at the Annual Meeting. The voting results for each of the proposals are set forth below.

1.Election of Directors. The Company’s shareholders elected, by the vote indicated below, the following six persons as directors of the Company, each to serve as such for a one-year term, or until his or her respective successor is duly elected and qualified:


Director	Votes For	Votes Withheld	Abstentions	Broker Non-Votes
Jonathan G. Ornstein	22,606,062	788,963	–	3,116,838
Ellen N. Artist	18,288,402	5,106,623	–	3,116,838
Mitchell I. Gordon	18,854,781	4,849,244	–	3,116,838
Dana J. Lockhart	22,751,906	643,119	–	3,116,838
Spyridon Skiados	16,956,351	6,438,674	–	3,116,838
Harvey W. Schiller	16,972,151	6,422,874	–	3,116,838

2.Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm. The Company’s shareholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020, by the vote indicated below:


Votes For	Votes Against	Abstentions
25,811,149	405,284	295,430

No other proposals were submitted to a vote of the Company’s shareholders at the Annual Meeting.

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.


Dated: February 5, 2020	MESA AIR GROUP, INC.

	By:	/s/ Brian S. Gillman
	Name:	Brian S. Gillman
	Title:	Executive Vice President and General Counsel




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