American Airlines Group Inc.

This proposal requests that the Company adopt a stockholder right to act by written consent, enabling shareholders holding the minimum votes necessary to authorize an action (the same threshold as a meeting of all shareholders) to take actions outside of an annual or special meeting. The proponent argues this right would mitigate the practical barriers to calling special meetings (including the Company’s 20% threshold to call a special meeting) and provide a more timely mechanism for shareholder-initiated actions. The submission cites concerns about leverage, profitability and operational disruption in 2025 as reasons why shareholders should have an additional mechanism to raise and resolve issues. If adopted, the proposal would require the Company to implement written consent procedures without unnecessary ownership-length or holding-method restrictions and to use the lowest allowable record date when applicable.

This proposal requests the Board to adopt cumulative voting for Board elections by amending the Company’s governing documents so that each shareholder may cast a number of votes equal to shares held times the number of directors to be elected and allocate all votes to one nominee if desired. The proponent argues cumulative voting enables minority shareholders to elect a director representing their interests, enhancing board diversity and accountability. The supporting statement asserts that under plurality or majority systems a simple majority can elect the entire board, potentially disenfranchising large minorities. If adopted, the change would allow shareholders to concentrate votes for particular nominees and could alter how board representation is achieved.