Mesa Air Group, Inc.
Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 01/20/2023   Download
SEC Document
SEC Filing

On January 13, 2023, the Company’s Board of Directors approved a resolution to amend the Company’s Amended and Restated Bylaws (the “Bylaws”) effective on that date. The amendment was approved in connection with the Company’s entry into the United CPA and provides for the following changes to the Company’s Bylaws:

Newly added Section 3.15 provides United with the right to designate one (1) representative to be a member of the Board (the “United Designee”), provided that United holds at least five percent (5%) of the issued and outstanding shares of capital stock of the Company, and provided that such United Designee shall be subject to the reasonable approval of the Board.

Newly added Section 3.16 provides that until the earlier of (a) January 1, 2026, or (b) the Company’s entry into a definitive binding agreement for the performance of regional airline services with a major air carrier other than United, the Board shall not take, or make any recommendation to the stockholders of the Company with respect to several actions, including, but not limited to the following:



Merge or consolidate any of the Company’s subsidiaries with or into any other entity, or sell, transfer or dispose of all or substantially all of the assets of the Company;



Enter into a purchase transaction that would result in the cash balance of the Company to fall below a certain threshold;



Enter into new lines of business, provided that this restriction shall not apply from and after the firs point in time, if any, after the satisfaction of the Performance Milestone (as defined in the United CPA); or



Amend or modify the Bylaws or Articles of Incorporation of the Company that would alter, amend, or repeal any of the foregoing.