MESA AIR GROUP INC
For the period ended Aug 14, 2024. Filed Jul 2, 2024.
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Aug 14, 2024 · Filed Jul 2, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Mesa Air Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
and
2024 PROXY STATEMENT
The Annual Meeting of the Shareholders of Mesa Air Group, Inc. will be held:
Wednesday, August 14, 2024, at 2:00 p.m., Mountain Standard Time
2525 E. Camelback Road, Suite 1000
Phoenix, Arizona 85016
410 North 44th Street, Suite 700
Phoenix, Arizona 85008
Dear Fellow Shareholder:
You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Mesa Air Group, Inc. (the “Company”) to be held at 2525 E. Camelback Road, Suite 1000, Phoenix, Arizona 85016, commencing at 2:00 p.m., Mountain Standard Time, on Wednesday, August 14, 2024.
The notice of annual meeting and the proxy statement that follow describe the matters to come before the Annual Meeting. Each holder of record of shares of the Company’s common stock (Nasdaq CM: MESA) at the close of business on June 24, 2024 is entitled to receive notice of and to vote at the Annual Meeting, and any adjournment or postponement of the Annual Meeting. Shares of our common stock can be voted at the Annual Meeting only if the holder is present in person or by valid proxy.
It is important that your shares be represented and voted, whether or not you plan to attend the Annual Meeting in person. You may vote on the Internet, by telephone or by completing and mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. If you attend the Annual Meeting, you may revoke your proxy if you wish, and vote in person.
We thank you for your continued support and interest in Mesa Air Group.
Sincerely yours,
Chairman, Chief Executive Officer and Director
This proxy statement is dated July 1, 2024, and is first being made available to shareholders on or about July 3, 2024.
NOTICE OF THE 2024 ANNUAL MEETING OF SHAREHOLDERS
OF MESA AIR GROUP, INC.
| Date and Time: | Wednesday, August 14, 2024, at 2:00 p.m., Mountain Standard Time. |
|---|---|
| Place: | 2525 E. Camelback Road, Suite 1000, Phoenix, Arizona 85016. |
| Purposes: | 1. To elect seven directors to hold office until the next annual meeting and until their respective successors are duly elected and qualified; 2. To approve, on an advisory basis, the compensation of the Company’s named executive officers; 3. To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers; 4. To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2024; and 5. To transact any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof. |
| Record Date: | Only shareholders of record at the close of business on June 24, 2024, the record date for the Annual Meeting, will be entitled to receive notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. |
| Delivery of Proxy Materials: | Beginning on July 3, 2024, we began mailing the Notice of Meeting, Proxy Statement, Proxy Card and our fiscal year 2023 Annual Report. |
| Internet Availability of Proxy Materials: | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on August 14, 2024. Our proxy statement is attached. Financial and other information concerning Mesa Air Group, Inc. is contained in our Annual Report to Shareholders for the fiscal year ended September 30, 2023. A complete set of proxy materials relating to our Annual Meeting is available on the Internet. These materials, consisting of the Notice of Annual Meeting, proxy statement, Proxy Card and Annual Report to Shareholders, are available and may be viewed at www.proxyvote.com. |
| How You Can Vote: | Shareholders may vote at the Annual Meeting, or in advance over the Internet, by telephone or by mail. |
By order of the Board of Directors,
Brian S. Gillman
Executive Vice President, General Counsel and Secretary
Phoenix, Arizona
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.