Right To Act By Written Consent | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>American Airlines Group</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares).</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>This includes shareholder ability to initiate any appropriate topic for written consent. This includes that any associated request for a record date shall have the lowest allowable figure. This includes that written consent not include a solicitation clause mandating a certain percent of shares be solicited unless legally required..</p>
<p dir=”ltr”>Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. </p>
<p dir=”ltr”>Unfortunately American Airlines Group (AAL) requires shares owning 20% of AAL stock outstanding to initiate the calling of a special shareholder meeting by shareholders.</p>
<p dir=”ltr”>There has never been a company response to a special shareholder meeting proposal that gave one example of a special shareholder meeting ever actually being held at a company that required 20% of shares outstanding to initiate. And companies that receive special shareholder meeting proposals hire law firms that have annual revenue of more than $1 Billion.</p>
<p dir=”ltr”>Thus the challenging 20% AAL requirement seems too high and seems to make the current so-called social meeting right useless at the 20% figure. To help make up for this AAL shareholders need a right to act by written consent.</p>
<p dir=”ltr”>A shareholder right to act by written consent could incentivize AAL directors to be more vigilant and more alert to face future headwinds like those that emerged in 2025:</p>
<p dir=”ltr”>AAL carries a significant debt load (net debt around $29 billion) and has a negative return on equity, making it the most leveraged U.S. legacy carrier and highly sensitive to economic downturns. This high leverage exposes it to risks from rising interest rates and refinancing challenges.</p>
<p dir=”ltr”>A “significant weakness” in domestic travel demand, particularly for main cabin and discretionary travelers, forced AAL to pull its initial 2025 guidance and adjust capacity. </p>
<p dir=”ltr”>American Airlines continues to struggle to consistently report profits similar to rivals Delta and United, falling behind in attracting luxury customers.<br><br>AAL faced increased operational disruptions, such as cancellations and delays, up 36% year-over-year, partly due to severe weather. AAL also reported issues with oversupplied short-haul Latin America markets which negatively impacted revenues.</p>
<p>AAL’s prior strategy of pushing for direct bookings and altering contracts with corporate travel agencies failed to meet expectations and alienated some corporate customers.<br> </p>
<p>AAL reported adjusted losses in both Q1 and Q3 of 2025, falling short of previous year’s profits and highlighting ongoing profitability struggles.<br> </p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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