0001362468--12-31 false Las Vegas NV 0001362468 2021-10-18 2021-10-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_____________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 18, 2021

|  |  |  | Allegiant Travel Company |  |  |  |
|  | (Exact name of registrant as specified in its charter) |  |
| Nevada |  | 001-33166 |  | 20-4745737 |
| (State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.) |
|  | 1201 North Town Center Drive |  |  |
|  | Las Vegas, NV |  | 89144 |  |
|  | (Address of principal executive offices) |  | (Zip Code) |  |

Registrant’s telephone number, including area code: (702) 851-7300

|  |  |  | N/A |  |  |  |
| (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))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common stock, par value $0.001 |  | ALGT |  | NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as in Rule 405 of the Securities Act of 1933 (Section 17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐

Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On October 18, 2021, the Board of Directors of the Company has selected Sandra Douglass Morgan to fill a vacancy on the Board created by an amendment to the Company’s By-laws. As of this time, Ms. Morgan has not been assigned to any Board committee. Since the beginning of the preceding fiscal year, Ms. Morgan has not been a party to, nor has she had a material interest in, any transaction with the Company nor is there any currently proposed transaction.
Ms. Morgan, age 43, has been the owner/manager of Douglass Morgan, LLC, a legal and consulting firm, since January 2021. She is the immediate past Chairwoman of the Nevada Gaming Control Board, having served in that position from January 2019 until November 2020. She was appointed to this role by Governor Steve Sisolak and is the first African-American to have served as Chair. Ms. Morgan was previously appointed to the Nevada Gaming Commission by Governor Brian Sandoval in April 2018. While serving as a Commissioner, Ms. Morgan also served as Director of External Affairs for AT&T Services, Inc. from September 2016 to January 2019 and was responsible for managing AT&T’s government and community affairs in Nevada. She previously served as the City Attorney for the City of North Las Vegas from May 2008 to August 2016 and was the first African-American City Attorney in the State of Nevada. Prior to her public service with the City of North Las Vegas, Ms. Morgan served as Litigation Attorney for MGM Mirage (now known as MGM Resorts) from 2005 to May 2008. Ms. Morgan previously served as an Athletic Commissioner on the Nevada State Athletic Commission and served on the Board of Directors for Jobs for Nevada’s Graduates.
Ms. Morgan also serves as an independent director with Fidelity National Financial, Inc. (NYSE:FNF) a leading provider of title insurance and transaction services to the real estate and mortgage industries, and with Cerberus Cyber Sentinel Corporation, a cybersecurity consulting and managed services firm.
In connection with her election as a Director and in accordance with the Company’s director compensation policy, Ms. Morgan was granted 1,000 shares of restricted stock which are to vest over a two-year period. The restricted stock is evidenced by a Restricted Stock Agreement entered into between the Company and Ms. Morgan.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 18, 2021, the Board of Directors of the Company approved an amendment to the Company’s By-laws to set the number of Directors of the Company at eight (8).
1

Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
a.Not applicable.
b.Not applicable.
c.Not applicable.
d.Exhibits

Exhibit No. | Description of Document
3.1 | By-laws as amended on October 18, 2021

2

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Allegiant Travel Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 18, 2021 | ALLEGIANT TRAVEL COMPANY |
| By: | /s/ Gregory C. Anderson |
| Name: | Gregory C. Anderson |
| Title: | Chief Financial Officer |

EXHIBIT INDEX

Exhibit No. | Description of Document
3.1 | By-laws as amended on October 18, 2 021