UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| a. | On June 14, 2023, Sun Country Airlines Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the final results of such voting are set forth below. A more complete description of each proposal is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2023. |
| b. | Proposal 1. To elect Marion Blakey and Patrick O’Keeffe to the board of directors of the Company as Class II directors, in each case, for a term of three years expiring at the annual meeting of stockholders to be held in 2026. The Company’s stockholders duly elected Marion Blakey and Patrick O’Keeffe, by at least a plurality of the votes cast, to serve as Class II directors until the 2026 annual meeting of stockholders and until his successor is duly elected and qualified. The results of the voting were as follows: |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |
| Marion Blakey | 51,935,775 | 1,954,744 | 602,262 | |
| Patrick O’Keeffe | 43,240,899 | 10,649,620 | 602,262 |
Proposal 2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the voting were as follows:
| Votes For | Votes Against | Abstentions | |
| 54,478,777 | 8,937 | 5,067 |
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 thereunto duly authorized.
Date: June 14, 2023 |
Sun Country Airlines Holdings, Inc. |
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| By: | /s/ Erin Rose Neale | |||
| Name: | Erin Rose Neale | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||