21 unchanged sentences
and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of SkyWest, Inc.
−Removed: and subsidiaries as of December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 15, 2024 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 13, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
21 unchanged sentences
Not applicable.
−Removed: Items 10, 11, 12, 13 and 14 in Part III of this Report are incorporated herein by reference to our definitive proxy statement for our 2024 Annual Meeting of Shareholders scheduled for May 7, 2024.
+Added: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
+Added: The Company has insider trading policies and procedures applicable to its directors, officers and employees, and has implemented processes from the Company that it believes are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.
+Added: A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.
+Added: Additional information required by this Item 10 and Items 11, 12, 13 and 14 in Part III of this Report are incorporated herein by reference to our definitive proxy statement for our 2025 Annual Meeting of Shareholders scheduled for May 6, 2025.
We intend to file our definitive proxy statement with the SEC not later than 120 days after December 31, 2024, pursuant to Regulation 14A of the Exchange Act.
+Added: With respect to this Item 10, such information will appear in our definitive proxy statement under the headings “Election of Directors,” “Executive Officers,” “Corporate Governance,” “Meetings and Committees of the Board” and “Delinquent Section 16(a) Reports”.
+Added: With respect to Items 11, 12, 13 and 14, such information will appear in our definitive proxy statement under the headings set forth below:
Headings in Proxy Statement
−Removed: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: “Election of Directors,” “Executive Officers,” “Corporate Governance,” “Meetings and Committees of the Board” and “Delinquent Section 16(a) Reports”
EXECUTIVE COMPENSATION
9 unchanged sentences
Financial Statements:
−Removed: Report of Independent Registered Public Accounting Firm (PCAOB ID:
+Added: Report of Independent Registered Public Accounting Firm;
+Added: Ernst & Young LLP , Salt Lake City, Utah , (PCAOB ID:
42 ), Consolidated Balance Sheets as of December 31, 2024 and 2023, Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022, Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022, Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023, 2022, and 2021 and Notes to Consolidated Financial Statements.
8 unchanged sentences
November 18, 2005
−Removed: Amended and Restated Bylaws
−Removed: February 24, 2012
+Added: Amended and Restated Bylaws of SkyWest, Inc., effective August 6, 2024
+Added: August 8, 2024
Specimen of Common Stock Certificate
July 28, 2000
−Removed: Warrant Agreement, dated as of April 23, 2020, by and between SkyWest, Inc.
−Removed: and the United States Department of the Treasury
−Removed: August 7, 2020
−Removed: Form of Warrant (incorporated by reference to Annex B of Exhibit 4.2)
−Removed: August 7, 2020
−Removed: Warrant Agreement, dated as of September 29, 2020, by and between SkyWest, Inc.
−Removed: and the United States Department of the Treasury
−Removed: November 5, 2020
−Removed: Form of Warrant (incorporated by reference to Annex B of Exhibit 4.4)
−Removed: November 5, 2020
−Removed: Warrant Agreement, dated as of January 15, 2021, by and between SkyWest, Inc.
−Removed: and the United States Department of the Treasury
−Removed: February 22, 2021
−Removed: Form of Warrant (incorporated by reference to Annex B of Exhibit 4.6)
−Removed: February 22, 2021
−Removed: Warrant Agreement, dated as of April 23, 2021, by and between SkyWest, Inc.
−Removed: and the United States Department of the Treasury
−Removed: Form of Warrant (incorporated by reference to Annex B of Exhibit 4.8)
Description of Registered Securities
16 unchanged sentences
February 23, 2009
−Removed: Exhibit Description
−Removed: Date of First Filing
−Removed: Exhibit Number
First Amendment to the Amended and Restated SkyWest, Inc.
4 unchanged sentences
February 23, 2009
−Removed: SkyWest, Inc.
−Removed: 2010 Long-Term Incentive Plan
−Removed: March 12, 2010
−Removed: Form of Restricted Stock Unit Award Agreement
−Removed: February 27, 2017
−Removed: Form of Performance Share Award Agreement
−Removed: February 27, 2017
Aircraft Purchase Agreement, dated December 7, 2012, between Mitsubishi Aircraft Corporation and SkyWest, Inc.
2 unchanged sentences
June 25, 2013
+Added: Exhibit Description
+Added: Date of First Filing
+Added: Exhibit Number
Purchase Agreement COM0028-13, between Embraer S.A.
2 unchanged sentences
November 4, 2013
−Removed: SkyWest, Inc.
−Removed: 2019 Long-Term Incentive Plan
−Removed: March 22, 2019
−Removed: Payroll Support Program Agreement, dated of April 23, 2020, by and between SkyWest Airlines, Inc.
−Removed: and the United States Department of the Treasury
−Removed: August 7, 2020
Promissory Note, dated as of April 23, 2020, issued by SkyWest Airlines, Inc.
1 unchanged sentence
August 7, 2020
−Removed: Restatement Agreement to the Loan and Guarantee Agreement, dated of October 28, 2020, by and among SkyWest Airlines, Inc., the United States Department of the Treasury and the Bank of New York Mellon
−Removed: November 5, 2020
−Removed: Amendment to Loan and Guarantee Agreement, dated as of January 15, 2021, by and among SkyWest Airlines, Inc., the United States Department of the Treasury and the Bank of New York Mellon.
−Removed: February 22, 2021
−Removed: Payroll Support Program Extension Agreement, dated as of January 15, 2021, by and between SkyWest Airlines, Inc.
−Removed: and the United States Department of the Treasury
−Removed: February 22, 2021
Promissory Note, dated as of January 15, 2021, issued by SkyWest Airlines, Inc.
1 unchanged sentence
February 22, 2021
−Removed: Payroll Support Program 3 Agreement, dated as of April 23, 2021, by and between SkyWest Airlines, Inc.
−Removed: and the United States Department of the Treasury
−Removed: Exhibit Description
−Removed: Date of First Filing
−Removed: Exhibit Number
Promissory Note, dated as of April 23, 2021, issued by SkyWest Airlines, Inc.
to the United States Department of the Treasury and guaranteed by SkyWest, Inc.
+Added: SkyWest, Inc.
+Added: Deferred Compensation Plan For Non-Employee Directors
+Added: April 26, 2024
+Added: SkyWest, Inc.
+Added: 2019 Long-Term Incentive Plan (Amended and Restated Effective May 7, 2024)
+Added: July 26, 2024
+Added: 2019 Long-Term Incentive Plan Form of Restricted Stock Unit Award Agreement
+Added: April 26, 2024
+Added: 2019 Long-Term Incentive Plan Form of Performance Share Award Agreement
+Added: April 26, 2024
Form of Indemnification Agreement
+Added: February 15, 2024
+Added: Insider Trading Compliance Policy
Filed herewith
12 unchanged sentences
Policy for Recovery of Erroneously Awarded Compensation
−Removed: Filed herewith
+Added: February 15, 2024
+Added: Exhibit Description
+Added: Date of First Filing
+Added: Exhibit Number
The following financial statements from the SkyWest Inc.
5 unchanged sentences
Certain portions of this exhibit have been omitted pursuant to Rule 24b-2 and are subject to a confidential treatment request.
−Removed: Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the Securities and Exchange Commission, certain exhibits and schedules to this agreement have been omitted.
−Removed: Such exhibits and schedules are described in the referenced agreement.
−Removed: The Company hereby agrees to furnish to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits or schedules.
Management compensatory plan or arrangement.
31 unchanged sentences
February 13, 2025
−Removed: Lead Director
−Removed: February 15, 2024
/s/ Smita Conjeevaram
Smita Conjeevaram
+Added: Lead Director
February 13, 2025
+Added: February 13, 2025
/s/ Meredith S.
2 unchanged sentences
February 13, 2025
−Removed: /s/ Andrew C.
February 13, 2025
−Removed: February 15, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.