DELTA AIR LINES, INC.
For the period ended Jun 18, 2026. Filed Apr 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 18, 2026 · Filed Apr 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 under §240.14a-12 |
Delta Air Lines, 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 ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | 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 |
DELTA: DIFFERENTIATED AND DURABLE
Driving long-term value for our owners through top-line growth, margin expansion, and prudent deployment of our capital
A Powerful Brand
Delta is an exceptional, trusted consumer brand that consistently delivers a superior travel experience
Unmatched Competitive Advantages
Delta’s unmatched competitive advantages drive industry-leading results
Long-Term Value Creation
Delta’s powerful consumer brand and unmatched competitive advantages drive long-term value creation
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
| AGENDA | |||
|---|---|---|---|
| At the Annual Meeting, shareholders will be asked to vote on the following proposals: | Board Recommends Vote: | ||
| 1 | Election of 14 director nominees named in the Proxy Statement | FOR each nominee | |
| 2 | Advisory vote on executive compensation | FOR | |
| 3 | Ratification of Ernst & Young LLP as independent auditors for 2026 | FOR | |
| 4 | Shareholder proposal requesting the ability for shareholders to act by written consent, if properly presented | AGAINST | |
| 5 | Shareholder proposal requesting the adoption of cumulative voting for the election of directors, if properly presented | AGAINST | |
In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement by or at the direction of the Board of Directors.
Alist of shareholdersentitled to vote at the meeting will be available for examination during normal business hours for ten days before the meeting at Delta’s Investor Relations Department located at 1030 Delta Boulevard, Atlanta, Georgia 30354.
If you plan toattend the meeting virtually, please see the instructions on page 80 of the attached proxy statement.
We encourage shareholders to sign up to receive future proxy materials electronically, including the Notice Regarding the Availability of Proxy Materials. To sign up, visithttp://enroll.icsdelivery.com/dal.
The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our shareholders on or about May 8, 2026.
Please read our attached proxy statement carefully and submit your vote as soon as possible. Your vote is important. You can ensure that your shares are voted at the meeting by using our Internet or telephone voting system, or by completing, signing and returning a proxy card.
Atlanta, Georgia
May 8, 2026
TIME AND DATE:
Thursday, June 18, 2026 7:30 a.m. Eastern Daylight Time
ACCESS THE ANNUAL MEETING:
The annual meeting will be held virtually. Shareholders may participate by logging in at www.virtualshareholdermeeting.com/ DAL2026
RECORD DATE:
April 30, 2026
BY INTERNET Go to www.proxyvote.com and follow the instructions
BY TELEPHONE Call 1-800-690-6903
BY MAIL Sign, date and return your proxy card in the enclosed postage-paid envelope
AT THE MEETING Attend the annual meeting virtually. See page 80 for instructions on how to attend
| 2026 PROXY STATEMENT | 1 |
LETTER FROM THE NON-EXECUTIVE CHAIR OF THE BOARD
On behalf of the Board of Directors of Delta, I look forward to our annual meeting with you in June. Our Board works hard to represent you in a responsible and transparent way, supporting the work of the management team in creating long-term value for you. Your participation in this year’s annual meeting of shareholders is a critical part of our engagement and representation of your interests.
We appreciate the interaction that we have with many of you throughout the year and the continued trust that you place in us to represent the shareholders of Delta in the boardroom. In particular, I value the time that I have spent in direct conversation with many of our shareholders over the last year. Whether at investor events or through video and phone meetings, these conversations are extremely helpful to the Board’s understanding of your perspectives and priorities as investors.
The topics that we hear from shareholders as their priorities remain areas of focus for us:
| › | engaging with management on the development and implementation of long-term strategy that differentiates the company’s operational and financial performance from the rest of the industry and positions Delta to address the challenges of the future; |
|---|---|
| › | supporting the company’s commitment to its outstanding employees, who are collectively Delta's most important competitive advantage; |
| › | exercising oversight of the company’s robust enterprise risk management program to support the management and mitigation of enterprise risks; |
| › | maintaining high standards for our corporate governance practices, which includes ongoing evaluation in light of evolving best practices; and |
| › | reviewing management succession planning across the executive team and our executive compensation programs. |
We thank the management team for their leadership as Delta set the standard for the industry again in 2025. Ed provides highlights of that performance in his letter to you on the following page and additional details are found in the summary of this proxy statement.
The ability of Delta people to perform at a high level even during uncertainty and turbulence in 2025 demonstrates Delta’s resilience and competitive advantages. We remain incredibly grateful for the commitment of all Delta people and congratulate them on their industry-leading performance again in 2025.
As part of our oversight of management succession planning and leadership development, we are also pleased to have engaged in and supported a thoughtful transition and evolution in the ranks of the management team in the early part of this year. We are grateful for the years of service from retiring executives, Glen Hauenstein, Rahul Samant and John Laughter, and the expertise they shared with us. We congratulate them on well-deserved retirements. At the same time, we look forward to the company continuing to benefit from the depth of experience and talent in the executive ranks, including members of management who are taking on new or expanded roles.
While the membership of the Board has not changed in the last year, we remain mindful that the Board needs to be aware of our own composition and performance. We continue to benefit from the range and depth of the experiences of our members, from our longest serving members to those who have joined in the last few years. The collective expertise, executive leadership experience, knowledge and insights embodied in the Board allow us to support and challenge the management team as it continues to move Delta forward. You can rest assured that we regularly evaluate our own experiences, skills and perspectives so that we continue to engage effectively on your behalf as Delta begins its second century.
As always, we welcome your engagement on issues of importance to you and the company and hearing your perspectives. In particular, we encourage you to review this proxy statement and submit your votes for the annual meeting on June 18.
We deeply appreciate your continued support.
DAVID S. TAYLOR CHAIR OF THE BOARD
| 2 | 2026 PROXY STATEMENT | ir.delta.com |
LETTER FROM THE CEO
In 2025 Delta became the first U.S. airline to reach its 100 th anniversary, providing the opportunity to celebrate our history, reflect on our journey, and envision our next century of flight. Our Centennial year was a time of challenges and achievements that demonstrated the durability of our business model and the strengths that set us apart.
The power of our people-focused values and culture, and the strength of our premium global brand, were recognized across the industry. That included being named the most on-time airline in North America by Cirium for the fifth consecutive year, No. 11 onFortune’s World’s Most Admired Companies list and No. 1 in theBusiness Travel Newssurvey for an unprecedented 15 th year.
Highlights of 2025 included:
**Invested in our people as our greatest differentiator.**Delta’s people are the foundation of our success, and in 2025 they continued to demonstrate why they are the best in the business. We’re proud to have paid $1.3 billion in employee profit sharing in February 2026, more than the rest of the industry combined, as well as a 4% pay increase for our frontline workgroups in 2025, rewarding them for their hard work, dedication and outstanding service. Delta was once again the only airline on theFortune100 Best Companies to Work For® list, ranked No. 9, marking our best performance to date.
**Industry-leading operational reliability in a turbulent year.**Operational reliability is at the heart of our brand. Even in a challenging environment, with more irregular operational days than in 2024, our people delivered industry-leading performance and again set the standard for reliability and customer service. We are taking clear actions across the business to further strengthen our operational performance and ensure even greater resilience in 2026.
**Deepened network advantage and global reach.**We strengthened our global network in 2025 with new service to strategic destinations including Marrakech, Catania and Melbourne, while also announcing the return to key markets such as Hong Kong. Looking ahead, our broader partnership with WestJet will support future benefits for travelers, and our planned partnerships with Riyadh Air and IndiGo will lay the groundwork for future service to Saudi Arabia, India and beyond, enhancing connectivity and supporting long-term, profitable growth.
**Led the industry as the premium brand of choice.**Delta continued to raise the bar for premium travel in 2025 as we launched Delta Concierge, expanded free, fast Wi-Fi, and streamlined the airport experience with physical and digital service improvements. Delta Sync enhanced the in-flight experience, while new and expanded Delta Sky Clubs and Delta One Lounges offer world-class premium options on the ground. These efforts supported Delta’s recognition as Best U.S. Airline of 2025 byForbes Travel Guide’s Verified Travel Awardsfor the second consecutive year, including top honors for U.S. First Class, U.S. Business Class, U.S. Lounge, and the Airline App.
**Strengthened financial foundation, durability, and differentiation from the industry.**The Delta team delivered another year of industry leading financial performance in 2025 with pre-tax income of $5 billion, generating $8.3 billion of operating cash flow and record free cash flow of $4.6 billion. Our total revenues reached $63.4 billion, reflecting the strength of our diversified, premium-focused commercial engine. Our balance sheet is now the strongest in our history, giving us resilience and flexibility for the years ahead to continue investing in our people, network, and premium products.
As we continue into our second century, our entire team is building the airline of the future for the next generation of employees, travelers, and investors. Thank you for your support. We’re looking forward to seeing you on the ground, in the air, and in the digital realm as we connect more people to more places around the world than ever before.
Sincerely,
EDWARD H. BASTIAN CHIEF EXECUTIVE OFFICER
| 2026 PROXY STATEMENT | 3 |
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