DELTA AIR LINES INC (DAL)
Sector: Industrials
2026 Annual Meeting Analysis
DELTA AIR LINES INC · Meeting: June 18, 2026
Directors FOR
14
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since 2010; DAL's 3-year total return of +103.7% outperforms the compensation peer group median by +81.1 percentage points, well above the 65pp threshold required to trigger an against vote; no overboarding, attendance, or independence concerns.
Director since 2024, which is within the 24-month new-director exemption window; exempt from TSR trigger; holds 1 other public board seat, within limits; serves on Audit and Safety & Security committees as an independent director.
Director since 2024, within the 24-month new-director exemption window; exempt from TSR trigger; holds 1 other public board seat; serves on Finance and Personnel & Compensation committees as an independent director.
Director since 2024, within the 24-month new-director exemption window; exempt from TSR trigger; the two board seats listed reflect Plains All American Pipeline and its general partner holding company, which are treated as a single entity; serves on Audit and Safety & Security committees as an independent director.
Director since 2022; DAL's 3-year TSR of +103.7% outperforms the peer group median by +81.1pp, well above the 65pp trigger threshold; holds 2 other public board seats, within limits; serves on Corporate Governance, Finance, and Personnel & Compensation committees.
Director since 2011; DAL's 3-year TSR of +103.7% outperforms the peer group median by +81.1pp, well above the 65pp trigger threshold; holds 1 other public board seat; serves on Corporate Governance, Audit, and Personnel & Compensation committees.
Director since 2022; DAL's 3-year TSR of +103.7% outperforms the peer group median by +81.1pp, well above the 65pp trigger threshold; holds 1 other public board seat; serves on Finance and Personnel & Compensation committees.
Director since 2019 as the ALPA pilot nominee; DAL's 3-year TSR of +103.7% outperforms the peer group median by +81.1pp, well above the 65pp trigger threshold; holds no other public board seats; serves on Safety & Security committee.
Director since 2018; DAL's 3-year TSR of +103.7% outperforms the peer group median by +81.1pp, well above the 65pp trigger threshold; holds 2 other public board seats, within limits; serves on Safety & Security, Audit, and Corporate Governance committees.
Director since 2025, within the 24-month new-director exemption window; exempt from TSR trigger; holds 1 other public board seat; serves on Audit and Safety & Security committees as an independent director.
Director since 2023; DAL's 3-year TSR of +103.7% outperforms the peer group median by +81.1pp, well above the 65pp trigger threshold; holds 2 other public board seats, within limits; serves on Finance and Safety & Security committees.
Director since 2014; DAL's 3-year TSR of +103.7% outperforms the peer group median by +81.1pp, well above the 65pp trigger threshold; holds 3 other public board seats, within the 4-seat limit; serves on Personnel & Compensation (Chair), Corporate Governance, and Finance committees.
Non-executive Board Chair since 2019; DAL's 3-year TSR of +103.7% outperforms the peer group median by +81.1pp, well above the 65pp trigger threshold; holds no other public board seats; serves on Finance, Corporate Governance, and Personnel & Compensation committees.
Director since 2015 and Audit Committee Chair; DAL's 3-year TSR of +103.7% outperforms the peer group median by +81.1pp, well above the 65pp trigger threshold; holds 2 other public board seats, within limits; is a former CFO satisfying financial expertise requirements.
All 14 nominees receive a FOR vote. Delta's 3-year total return of +103.7% outperforms the compensation peer group median by +81.1 percentage points, comfortably below the 65pp underperformance threshold needed to trigger an against vote under the strong-positive-TSR tier. No nominee is overboarded, and all attendance requirements are met. Five directors joined within the past 24 months and are exempt from the TSR trigger. The board is well-composed with strong independence, a published skills matrix, and multiple financial experts on the Audit Committee.
Say on Pay
✓ FORCEO
Edward H. Bastian
Total Comp
$19,222,401
Prior Support
95%%
CEO Edward Bastian received total compensation of $19.2 million in 2025, which is within a reasonable range for a CEO of a $45 billion market cap industrial company with industry-leading financial results — Delta generated $5 billion in adjusted pre-tax income and record free cash flow of $4.6 billion. The pay structure is strongly performance-oriented: the company states that 94% of CEO target pay is at risk and 83% is delivered through stock-based awards, well above the 50-60% variable pay threshold required by policy. Long-term incentives are tied to meaningful multi-year performance conditions including relative total shareholder return, free cash flow, and relative pre-tax income versus airline peers, with no automatic vesting regardless of outcomes. The prior year say-on-pay vote received 95% support, well above the 70% threshold, and shareholder engagement is robust.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$5,013,000
Non-Audit Fees
$1,942,000
Non-audit fees (audit-related fees of $924,000 plus tax fees of $1,011,000 plus other fees of $7,000, totaling $1,942,000) represent approximately 38.7% of audit fees of $5,013,000, which is well below the 50% threshold that would raise independence concerns. Ernst & Young is a Big 4 firm appropriate for a company of Delta's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire per policy — this is noted as a minor negative but does not change the vote.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Shareholder Right to Act by Written Consent
John Chevedden is a well-known individual governance activist with a long track record of submitting legitimate governance proposals, and this type of filer is explicitly treated seriously under our policy. The proposal received 43% support at the 2025 annual meeting, which falls in the 40-50% range signaling a strong and real shareholder concern — our policy sets a default lean-FOR stance at this support level unless the company has partially addressed the issue. The right to act by written consent is a mainstream governance improvement that gives shareholders a meaningful tool to engage with the board between annual meetings, and Delta's existing alternatives (a 20% special meeting threshold, proxy access) only partially substitute for this right; the company has not adopted written consent in response to the near-majority vote, which means the core issue remains unresolved.
Proposal 5
Cumulative Voting for the Election of Directors
The National Legal and Policy Center is a well-documented ideologically conservative advocacy organization, and our policy requires a vote AGAINST proposals from ideological filers on either side of the political spectrum, regardless of how the proposal is framed, because such proposals serve political or advocacy goals rather than neutral fiduciary interests. A neutral fiduciary investor would not need to use this particular vehicle to advance board accountability at a company that already has annual elections, majority voting, proxy access, and a 20% special meeting threshold. The proposal is therefore disqualified at the filer-identity stage without needing to evaluate its merits further.
Overall Assessment
Delta Air Lines' 2026 annual meeting ballot is largely uncontroversial: the company's exceptional 3-year total return of +103.7% — outperforming its peer group median by over 81 percentage points — supports FOR votes on all 14 director nominees, and the executive pay program's strong performance orientation and 95% prior-year support justify a FOR on Say on Pay. The most substantive decision for shareholders is Proposal 4 (written consent), where a credible governance activist's proposal has reached 43% support without a board response, warranting a FOR vote; Proposal 5 (cumulative voting) is filed by an ideological organization and warrants an AGAINST vote regardless of its surface-level governance framing.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing