Delta’s Board Is a Closed Circle; NLPC’s Vote Reform Proposal Would Help Open It

National Legal and Policy Center (“NLPC”) has circulated an exempt solicitation report urging shareholders of Delta Air Lines, Inc. (“Delta” or the “Company”) to vote FOR Proposal 5 on the 2026 proxy ballot. The proposal, submitted by NLPC, requests that Delta’s Board of Directors adopt cumulative voting in elections of directors.

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The Company’s annual meeting is Thursday, June 18, 2026, but votes can be cast in advance through management’s proxy materials. NLPC urges investors to vote NOW rather than wait.

This recommendation does not turn on financial performance. Delta reported record free cash flow of $4.6 billion for 2025,¹ and record quarterly revenue for the March 2026 quarter.² But strong earnings can obscure a governance defect rather than cure it.

Cumulative voting — a system in which shareholders may pool the votes of their shares behind a single nominee — preserves the possibility that, at moments when the board’s settled view drives Delta into avoidable risk, a director answerable to shareholders outside that view sits in the room. Institutional Shareholder Services recommends a vote in favor of shareholder proposals to provide for cumulative voting.³

Delta’s board has shown a habit of allowing management to commit the Company to whichever political pressure is loudest of the moment. The airline severed ties with the National Rifle Association in 2018; joined the campaign for the federal “Equality Act” in 2019; and reversed itself within days on Georgia’s 2021 election law after Chief Executive Officer Edward H. Bastian called it “unacceptable” and “based on a lie.”⁴ In April 2026, Delta walked back climate commitments it had made years earlier.⁵ After the 2024 election, Mr. Bastian praised the incoming administration’s regulatory approach as “a breath of fresh air.”⁶

Operational and compliance failures fit the same pattern. The July 2024 CrowdStrike outage cost Delta about $500 million,⁷ with the Company canceling some 7,000 flights and drawing a U.S. Department of Transportation investigation — though Delta’s board includes a veteran cybersecurity executive and an Audit Committee charged with technology oversight.⁸

In July 2025, Delta agreed to pay $8.1 million to settle Justice Department allegations that it paid certain officers above federal compensation caps imposed by the pandemic-era Payroll Support Program, and submitted inaccurate compliance certifications to the Treasury Department.⁹ The Company is also defending its public messaging on AI airfare pricing before Congress, with House and Senate letters citing then-president Glen Hauenstein’s statements to investors that the technology could set fares based on “the amount people are willing to pay.”¹⁰

Fourteen directors sit on Delta’s slate, all but two drawn from the senior ranks of large corporations.¹¹ No structural mechanism on the current ballot lets a viewpoint outside that circle compete for a seat. Cumulative voting would. Vote FOR Proposal 5.

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Endnotes

1. “Notice of 2026 Annual Meeting and Proxy Statement,” Delta Air Lines, Inc., May 8, 2026. See https://www.sec.gov/Archives/edgar/data/0000027904/000130817926000345/dal014970-def14a.htm.
2. “Delta Air Lines Announces March Quarter 2026 Financial Results,” Delta Air Lines, Inc., April 8, 2026. See https://ir.delta.com/news/news-details/2026/Delta-Air-Lines-Announces-March-Quarter-2026-Financial-Results/default.aspx.
3. “SRI Proxy Voting Guidelines,” Institutional Shareholder Services, December 26, 2025. See https://www.issgovernance.com/file/policy/active/specialty/SRI-US-Voting-Guidelines.pdf.
4. “Delta CEO blasts Georgia voting law as ‘unacceptable’ and ‘based on a lie’ after backlash,” CNBC, March 31, 2021. See https://www.cnbc.com/2021/03/31/delta-ceo-blasts-georgia-voting-law-after-backlash-on-social-media.html.
5. “Delta reframes net-zero as an ‘aspiration,’ but denies axing 2030 SAF goal,” ESG Dive, April 17, 2026. See https://www.esgdive.com/news/delta-reframes-2050-net-zero-goal-denies-cutting-2030-saf-goal/817835/.
6. “Delta CEO says Trump administration’s approach to regulation could be ‘breath of fresh air,'” CNBC, November 20, 2024. See https://www.cnbc.com/2024/11/20/delta-ceo-trump-regulation.html.
7. “Delta’s CEO says the CrowdStrike outage cost the airline $500 million in 5 days,” NPR, July 31, 2024. See https://www.npr.org/2024/07/31/nx-s1-5058652/delta-crowdstrike-outage-500-million-dollars.
8. “Delta sues cybersecurity firm CrowdStrike over tech outage that canceled flights,” The Associated Press, October 25, 2024. See https://apnews.com/article/delta-airlines-crowdstrike-outage-lawsuit-43bb230d2edf235bb9f7928c4279fec2.
9. “Delta Air Lines Agrees to Pay $8.1M to Settle Alleged False Claims Act Violations Related to Payroll Support Program,” U.S. Department of Justice, July 15, 2025. See https://www.justice.gov/opa/pr/delta-airlines-agrees-pay-81m-settle-alleged-false-claims-act-violations-related-payroll.
10. “Will Delta’s planned AI ticket pricing raise your fare? Lawmakers press airline’s CEO for answers,” Fox Business, July 24, 2025. See https://www.foxbusiness.com/lifestyle/will-deltas-planned-ai-ticket-pricing-raise-fare-lawmakers-press-airlines-ceo-answers.
11. Supra, Note 1.

(Post references PX14A6G Notice of exempt solicitation)