UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): August 21, 2007
DELTA
AIR LINES, INC.
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
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001-05424
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58-0218548
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
P.O.
Box 20706, Atlanta, Georgia 30320-6001
|
(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (404)
715-2600
Registrant’s
Web site address: www.delta.com
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 (see General Instruction A.2. below):
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain
Officers.
(e) As
previously reported in the Current Report on Form 8-K filed on August 27,
2007,
Delta’s Board
of Directors promoted Edward H. Bastian to the position of President and
Chief Financial Officer effective August 21, 2007. In connection with
that promotion, effective September 1, 2007, the Board increased
Mr. Bastian’s annual base salary to $500,000. Mr. Bastian’s
target annual incentive opportunity for 2007 will be decreased from 200%
to 150%
of his revised annual base salary effective September 1, 2007. The
2007 annual incentive plan links pay and performance by providing approximately
1,200 management employees with a compensation opportunity based on Delta’s
achieving key business plan goals in this year. It also aligns the
interests of Delta’s management and other employees because these goals are the
same ones that drive payouts under Delta’s broad-based employee profit sharing
plan and shared rewards program.
The Board
also granted Mr. Bastian, effective September 1, 2007, performance-oriented
equity awards with a total targeted value of $2.5 million. The value
of these awards is tied to and contingent on Delta’s future
performance. These awards do not become fully vested for three
years. These awards will be 55% in the form of restricted stock, 25%
in the form of stock options and 20% in the form of performance shares (relating
to the three year performance period ending December 31, 2009), and will
have
terms similar to the existing equity awards granted to officers following
Delta’s emergence from bankruptcy, including termination and vesting provisions
(except that the vesting dates for the restricted stock and stock options
are
based on the September 1, 2007 grant date).
If
Delta
terminates Mr. Bastian’s employment without cause, or he resigns for good
reason, Mr. Bastian will receive a lump sum severance payment equal to two
times
the sum of his annual base salary and target annual incentive award opportunity,
the continuation of certain benefits for 24 months and other benefits provided
under Delta’s 2007 Officer and Director Severance Plan.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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DELTA
AIR LINES, INC.
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|
|
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By:
/s/ Leslie P.
Klemperer
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Date:
August 29, 2007
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Leslie P. Klemperer
Vice President - Deputy General Counsel and
Secretary
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