UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 6, 2025

SKYWEST, INC.

(Exact Name of Registrant as Specified in its Charter)


Utah	0-14719	87-0292166
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)


444 South River Road
St. George, Utah		84790
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code:

(435) 634-3000

Not applicable

(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 (see General Instruction A.2. below):

☐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(s)	Name of Each Exchange on which Registered
Common Stock, No Par Value	SKYW	The Nasdaq Global Select Market

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

OnItem ~~May 6, 2025, the Board of Directors (the “Board”) of SkyWest, Inc~~5. ~~(the “Company”) approved a $250 million increase to its existing share repurchase plan~~07. ~~The~~Submission ~~Company is authorized to repurchase such shares~~ of ~~common~~Matters stock at prevailing market prices in the open market, in privately negotiated transactions or by other means in accordance with federal securities laws. Depending on market conditions and other factors, such repurchases may commence or be suspended from time to time by management without prior notice. The actual timing, number and value of shares repurchased will be determined by the Company’s management in its discretion. There is no expiration date for the repurchase plan. This authorization supplements the Board’s previous share repurchase plan approved in May 2023, which authorized the repurchase of up to $250 million of the Company’s common stock, of which approximately $22 million remained after approximately $12 million was repurchased in April 2025. Following such increase, SkyWest is authorized to repurchase up to approximately $272 million of SkyWest’s common stock. On May 7, the Company issued a ~~press~~Vote ~~release announcing the new share repurchase plan. A copy~~ of ~~the~~Security ~~press release is filed as Exhibit 99~~Holders.~~1 hereto and is incorporated herein by reference.~~

~~Item~~On 9May 6, 2025, SkyWest, Inc.~~01.~~ ~~Financial~~(the ~~Statements~~“Company”) held its annual meeting of shareholders, at which the Company’s shareholders considered and ~~Exhibits~~voted on the items described below:

~~(d) Exhibits~~1. The following persons were elected to serve as directors of the Company, each to serve until the next annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, based upon the following votes:



ExhibitNumber	Title of Document
Name of Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
99.1	Press release dated May 7, 2025
James L. Welch	33,114,910	1,176,458	20,523	2,096,631
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
Russell A. Childs	33,876,626	422,958	12,307	2,096,631
Smita Conjeevaram	33,716,481	569,661	25,749	2,096,631
Derek J. Leathers	33,410,237	880,143	21,511	2,096,631
Meredith S. Madden	33,412,374	869,892	29,625	2,096,631
Ronald J. Mittelstaedt	33,176,877	1,116,159	18,855	2,096,631
Keith E. Smith	30,191,113	4,101,339	19,439	2,096,631

~~Forward-Looking~~2. ~~Statements~~The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based upon the following votes:

In addition to historical information, this release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the Company’s plans with respect to share repurchases and other statements that are not historical facts. All forward-looking statements included in this release are made as of the date hereof and are based on information available to the Company as of such date. The Company assumes no obligation to update any forward-looking statements for any reason. Actual events or results may differ from the Company’s expectations. For example, the share repurchase plan may be suspended or discontinued at any time. Additional information concerning these and other risk factors affecting the Company can be found in the Company’s public periodic filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, available at www.sec.gov.


Votes for approval		33,416,415
Votes against		856,035
Abstentions		39,441
Broker Non-Votes		2,096,631

3. The Company’s shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025, based upon the following votes:

~~SIGNATURE~~


Votes for approval		35,841,929
Votes against		541,146
Abstentions		25,447

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

4. The Company’s shareholders did not approve the shareholder proposal described in the Company’s Proxy Statement, based upon the following votes:


	SKYWEST, INC.


Dated: May 7, 2025	By	/s/ Eric J. Woodward
		Eric J. Woodward, Chief Accounting Officer


Votes for approval		9,856,009
Votes against		24,340,598
Abstentions		115,284
Broker Non-Votes		2,096,631

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SKYWEST, INC.


Dated: May 8, 2025	By	/s/ Eric J. Woodward
		Eric J. Woodward, Chief Accounting Officer

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