Spirit Airlines : 2024 Notice & Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant È	Filed by a party other than the Registrant '
Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material Under Rule 240.14a-12

SPIRIT AIRLINES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.

• Fee paid previously with preliminary materials.
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2024 Proxy Statement

Notice of 2024

Annual Meeting of Stockholders

to be Held on June 7, 2024

SPIRIT AIRLINES, INC.

2800 Executive Way

Miramar, Florida 33025

Notice of Annual Meeting of Stockholders

To the Stockholders of Spirit Airlines, Inc.:

Notice Is Hereby Given that the Annual Meeting of Stockholders ("Annual Meeting") of Spirit Airlines, Inc., a Delaware corporation (the "Company"), will be held virtually, via live webcast at www.virtualshareholdermeeting.com/SAVE2024, on June 7, 2024, at 9:00 a.m. Eastern Time, for the following purposes:

1. To elect the following two Class I directors to hold office until the 2027 annual meeting of stockholders or until their resignation or removal, or until their respective successors are elected: Robert D. Johnson and Barclay G. Jones III;
2. To ratify the selection, by the Audit Committee of the Board of Directors, of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024;
3. To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the attached Proxy Statement pursuant to executive compensation disclosure rules under the Securities Exchange Act of 1934, as amended;
4. To hold a non-binding, advisory vote on whether the advisory vote to approve the compensation of our named executive officers should be held every one, two or three years;
5. To approve the Company's 2024 Incentive Award Plan; and
6. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

For our Annual Meeting, we have elected to use the internet (the "Internet") as our primary means of providing our proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send to these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report on Form 10-K, and for participating and voting via the Internet. The Notice of Internet Availability of Proxy Materials will also provide: (i) information on how stockholders may request, via a toll-free number, an e-mail address or a website, paper copies of our proxy materials (including a proxy card) free of charge; (ii) the date, time and online location of the Annual Meeting; and (iii) the matters to be acted upon at the meeting and the recommendation of the Board of Directors with regard to each matter. The electronic delivery of our proxy materials will significantly reduce our printing and mailing costs and the environmental impact of the proxy materials.

Record Date

Only stockholders who owned our common stock at the close of business on April 12, 2024 (the "Record Date") can vote at the Annual Meeting or any adjournments or postponements thereof.

Virtual Meeting

Our Annual Meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/SAVE2024, on June 7, 2024, at 9:00 a.m. Eastern Time. To attend and participate, stockholders as of Record Date will need a 16-digit control number, which can be found in the Notice of Internet Availability of Proxy Materials. The online format of our Annual Meeting will allow stockholders to submit questions in advance of the meeting via www.proxyvote.com or during the meeting via www.virtualshareholdermeeting.com/SAVE2024.

You are cordially invited to attend our virtual Annual Meeting, but whether or not you expect to attend (via the Internet), you are urged to read our Proxy Statement and to vote and submit your proxy by following the voting procedures described in the Notice of Internet Availability of Proxy Materials or on the proxy card.

By Order of the Board of Directors

/s/ Thomas CanfieldThomas Canfield Secretary

Miramar, Florida

April 25, 2024

Spirit Airlines

2024 Proxy Statement

SPIRIT AIRLINES, INC.

2800 Executive Way

Miramar, Florida 33025

Proxy Statement

For the Annual Meeting of Stockholders

The Board of Directors of Spirit Airlines, Inc. is soliciting your proxy to vote at the Annual Meeting of Stockholders to be held virtually, via live webcast at www.virtualshareholdermeeting.com/ SAVE2024, on June 7, 2024, at 9:00 a.m. Eastern Time, and any adjournment or postponement of that meeting.

In this Proxy Statement, we refer to Spirit Airlines, Inc. as the "Company," "Spirit," "we," "us" or "our" and the Board of Directors as the "Board." When we refer to Spirit's fiscal year, we mean the twelve-month period ending December 31 of the stated year. Agreements, plans and other documents referenced to in this Proxy Statement are to be qualified in their entirety by reference to the actual full text of such agreements, plans and other documents.

Notice and Access

We have elected to use the Internet as our primary means of providing our proxy materials to stockholders. Accordingly, on or about April 25, 2024, we are making the proxy materials, including this Proxy Statement and Annual Report on Form 10-K, available on the Internet and mailing a Notice of Internet Availability of Proxy Materials to stockholders of record as of April 12, 2024 (the "Record Date"). Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders as of the Record Date will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically, including an option to request paper copies on an ongoing basis, may be found also in the Notice of Internet Availability of Proxy Materials and on the website referred to in the notice. We intend to mail this Proxy Statement, together with the accompanying proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials within three business days of request.

Quorum

The only voting securities of Spirit Airlines, Inc. are shares of common stock, par value $0.0001 per share (the "common stock"), of which there were 109,501,395 shares outstanding as of the Record Date (excluding any treasury shares). We need the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present in person or represented by proxy, to hold the Annual Meeting.

Board Voting Recommendations

Our Board of Directors recommends that you vote "FOR" the election of the director nominees named in Proposal No. 1 of the Proxy Statement, "FOR" the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm as described in Proposal No. 2 of the Proxy Statement, "FOR" the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as described in Proposal No. 3 of the Proxy Statement, for the approval, on a non-binding, advisory basis, of a frequency of every "ONE YEAR" for future advisory votes to approve the compensation of our named executive officers as described in Proposal No. 4 of the Proxy Statement, and "FOR" the approval of the Company's 2024 Incentive Award Plan as described in Proposal No. 5 of the Proxy Statement.

Virtual Stockholder Meeting

The online format of our Annual Meeting is intended to enhance stockholder access and participation. As stated in the Notice of Annual Meeting of Stockholders, our stockholders as of Record Date will be allowed to communicate with us and ask questions during the meeting. This will increase our ability to engage and communicate effectively with all stockholders, regardless of size, resources or physical location, and will ensure that our stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting.

Other Material

The Company's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission ("SEC"), is available in the "Financials & Filings" section of our website at http://ir.spirit.com. Additionally, if you received a Notice of Internet Availability of Proxy Materials by U.S. or electronic mail, you will not receive a paper copy of the proxy materials unless you request one. If you would like to receive a paper copy of our proxy materials free of charge, please follow the instructions in the Notice.

Spirit Airlines

2024 Proxy Statement

Table of Contents

Questions and Answers About this Proxy		Executive Compensation Philosophy	33
Material and Voting	1
		Key Executive Compensation Practices	34
Proposal No. 1: Election of Directors	4	2023 Company Performance Highlights	35
		Pay-For-Performance Alignment	36
Board of Directors, Committees and		Say-on-Pay and Governance	37
Corporate Governance	9
Independence of the Board of Directors	9	Determination of Executive Compensation	38
Comparative Compensation Market Data
Board Responsibilities; Risk Oversight	9	and Peer Group	39
Leadership Structure	9	Composite Compensation Peer Group	40
Board Committees	10	Compensation Structure and Market
Other Corporate Governance Matters	12	Positioning	40
Environmental, Social and Governance		Elements of Executive Compensation
	Program	41
(ESG) Matters	14
Additional Compensation Information	49
Proposal No. 2: Ratification of Selection of		Report of the Compensation Committee of the
Independent Registered Public Accounting Firm 16
Board of Directors on Executive Compensation	53
Proposal No. 3: Advisory Vote to Approve		Compensation Tables	54
Executive Compensation	17
Proposal No. 4: Advisory Vote on the Frequency		CEO Pay Ratio Disclosure	64
of an Advisory Vote to Approve Executive
Compensation	18	Pay versus Performance	65
Proposal No.5: Approval of the 2024 Incentive		Report of the Audit Committee of the Board of
Award Plan	19	Directors	69
Security Ownership of Certain Beneficial		Certain Relationships and Related
	Transactions	70
Owners and Management	27
Non-Employee Director Compensation	29	Other Matters	71
Compensation Discussion and Analysis	32	Annual Reports	72
		Appendix A: 2024 Incentive Award Plan	A-1

Spirit Airlines

2024 Proxy Statement

The Proxy Process and Stockholder Voting

Questions and Answers About This Proxy Material and Voting

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 12, 2024 will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 109,501,395 shares of common stock issued and outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, on April 12, 2024, your shares were registered directly in your name with the transfer agent for our common stock, Equiniti Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend (via the Internet) the Annual Meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on April 12, 2024, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend (via the Internet) the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy card from your broker or other agent.

What am I being asked to vote on?

You are being asked to vote "FOR":

• the election of the following two Class I directors to hold office until our 2027 annual meeting of stockholders: Robert D. Johnson and Barclay G. Jones III;
• the ratification of the selection, by the Audit Committee of the Board, of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
• the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; and
• the approval of our 2024 Incentive Award Plan.

You are also being asked to vote for ONE YEAR, on a non-binding, advisory basis, as the frequency of future advisory votes to approve the compensation of our named executive officers.

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

How do I vote?

You may vote by mail or follow any alternative voting procedure described on the proxy card or the Notice of Internet Availability of Proxy Materials. To use an alternative voting procedure, follow the instructions on each proxy card that you receive or on the Notice of Internet Availability of Proxy Materials.

For the election of directors, you may either vote "FOR" each of the two nominees or you may withhold your vote for any nominee you specify. For the ratification of the selection of the Company's independent auditors, the non-binding, advisory vote to approve the compensation of our named executive officers and the approval of our 2024 Incentive Award Plan you may vote "FOR" or "AGAINST" or abstain from voting.

For the non-binding, advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officer, you may vote for "ONE YEAR," "TWO YEARS," or "THREE YEARS" or abstain from voting.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Annual Meeting. Alternatively, you may vote by proxy over the Internet or, if you properly request and receive a proxy card by mail or email, by signing, dating and returning the proxy card, over the Internet or by telephone. Whether or not you plan to attend (via the Internet) the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend the Annual Meeting and vote via the Internet. In such case, your previously submitted proxy will be disregarded.

• To vote by proxy over the Internet, follow the instructions provided in the Notice of Internet Availability of Proxy Materials or on the proxy card.
• To vote by telephone, if you properly requested and received a proxy card by mail or email, you may vote by proxy by calling the toll-free number found on the proxy card.
• To vote by mail, if you properly requested and received a proxy card by mail or email, complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Simply

Spirit Airlines

2024 Proxy Statement 1

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING (continued)

complete and mail the voting instruction card to ensure that your vote is counted. To vote (via the Internet) at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Who counts the votes?

Broadridge Financial Solutions, Inc. ("Broadridge") has been engaged as our independent agent to tabulate stockholder votes. If you are a stockholder of record, and you choose to vote over the Internet or by telephone, Broadridge will access and tabulate your vote electronically. If you choose to sign and mail your proxy card, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in street name, as applicable) returns one proxy card to Broadridge on behalf of all its clients.

How are votes counted?

With respect to Proposal No. 1, the election of directors, the two nominees receiving the highest number of votes will be elected. With respect to Proposal Nos. 2, 3, 4, and 5, the affirmative vote of the holders of a majority in voting power of the shares of common stock which are present in person or by proxy and entitled to vote on each proposal is required for approval. With respect to Proposal No. 4, the frequency of the advisory vote to approve named executive officer compensation, if none of the frequency alternatives (one year, two years or three years) receives a majority vote, the Company will consider the alternative receiving the greatest number of votes - every year, every two years or every three years - to be the frequency that stockholders approve. However, because this vote is advisory and not binding on us or the Board in any way, the Board may decide that it is in our and our stockholders' best interests to hold an advisory vote to approve named executive officer compensation more or less frequently than the option approved by our stockholders.

Brokers who hold shares in street name for the accounts of their clients may vote such shares either as directed by their clients or, in the absence of such direction, in their own discretion if permitted by the stock exchange or other organization of which they are members. If your shares are held by a broker on your behalf, and you do not instruct the broker as to how to vote these shares on Proposal No. 2, the broker may exercise its discretion to vote for or against that proposal in the absence of your instruction. With respect to Proposal Nos. 1, 3, 4 and 5, the broker may not exercise discretion to vote on those proposals. This would be a "broker non-vote"and these shares will not be counted as having been voted on the applicable proposal. However, broker non-voteswill be considered present and entitled to vote at the Annual Meeting and will be counted towards determining whether or not a quorum is present. Please instruct your bank or

broker so your vote can be counted.

If stockholders abstain from voting, these shares will be considered present and entitled to vote at the Annual Meeting and will be counted towards determining whether or not a quorum is present. Abstentions will have no effect with regard to Proposal Nos. 1 and 4, and with regard to Proposal Nos. 2, 3 and 5 will have the same effect as an "AGAINST" vote.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of April 12, 2024.

How do I vote via Internet or telephone?

You may vote by proxy by following the instructions provided in the Notice of Internet Availability of Proxy Materials or on the proxy card. If you properly request and receive printed copies of the proxy materials by mail, you may vote by proxy by calling the toll- free number found on the proxy card. Please be aware that if you vote over the Internet or by telephone, you may incur costs such as telephone and Internet access charges, as applicable, for which you will be responsible. The Internet and telephone voting facilities for eligible stockholders of record will close at 11:59 p.m. Eastern Time on June 6, 2024. The giving of such a telephonic or Internet proxy will not affect your right to vote should you decide to attend (via the Internet) the Annual Meeting.

The telephone and Internet voting procedures are designed to authenticate stockholders' identities, to allow stockholders to give their voting instructions and to confirm that stockholders' instructions have been recorded properly.

What if I return a proxy card but do not make specific choices?

If we receive a signed and dated proxy card and the proxy card does not specify how your shares are to be voted, your shares will be voted "FOR" the election of each of the two nominees for director, "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, "FOR" the approval, on a non-binding, advisory basis, of the compensation of our named executive officers, for the approval, on a non-binding, advisory basis, of a frequency of every "ONE YEAR" for future advisory votes to approve the compensation of our named executive officers and "FOR" the approval of our 2024 Incentive Award Plan. If any other matter is properly presented at the Annual Meeting, your proxy (i.e., one of the individuals named on your proxy card) will vote your shares using their best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, and Notice of Internet Availability of Proxy Materials, as applicable, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one set of materials?

If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must follow the instructions for voting on each Notice of Internet Availability of

2	Spirit Airlines

2024 Proxy Statement

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING (continued)

Proxy Materials or the proxy card that you receive by mail or email pursuant to your request, which include instructions for voting over the Internet, by telephone or by signing, dating and returning any of such proxy cards.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

• You may submit another properly completed proxy over the Internet, by telephone or by mail with a later date.
• You may send a written notice that you are revoking your proxy to our Secretary at (i) 2800 Executive Way, Miramar, Florida 33025 prior to April 29, 2024, or (ii) 1731 Radiant Drive, Dania Beach, Florida 33004 on or after April 29, 2024.
• You may attend (via the Internet) the Annual Meeting and vote online. Simply attending (via the Internet) the Annual Meeting will not, by itself, revoke your proxy.

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

When are stockholder proposals due for next year's Annual Meeting?

To be considered for inclusion in the proxy materials for next year's annual meeting, your proposal must be submitted in writing by December 26, 2024, to our Secretary at (i) 2800 Executive Way, Miramar, Florida 33025 prior to April 29, 2024, or (ii) 1731 Radiant Drive, Dania Beach, Florida 33004 on or after April 29, 2024; provided that if the date of that annual meeting is more than thirty

1. days from the first anniversary of the Annual Meeting, the deadline will be a reasonable time before we begin to print and send our proxy materials for next year's annual meeting. If you wish to submit a proposal that is not to be included in the proxy materials for next year's annual meeting pursuant to the SEC's shareholder proposal procedures or to nominate a director, you must do so between February 7, 2025 and March 9, 2025; provided that if the date of that annual meeting is earlier than May 8, 2025 or later than August 6, 2025 you must give notice not earlier than the 120th day prior to the annual meeting date and not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our Amended and Restated Bylaws ("Bylaws"), which contain additional requirements about advance notice of stockholder proposals and director nominations.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, if you intend to solicit proxies in support of director nominees other than the Company's nominees, you must provide notice that sets forth the information required by Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such notice must be postmarked or transmitted electronically to our Secretary at (i) 2800 Executive Way, Miramar, Florida 33025 prior to April 29, 2024, or (ii) 1731 Radiant Drive, Dania Beach, Florida 33004 on or after April 29, 2024, no later than February 24, 2025, provided that if the date of that annual meeting is earlier than May 8, 2025 or later than July 7, 2025 you must give notice no later than the 60th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present in person or represented by proxy at the Annual Meeting. On the Record Date, there were 109,501,395 shares outstanding and entitled to vote. Accordingly, not less than 54,750,699 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present via the Internet or represented by proxy, may adjourn the Annual Meeting to another time or place.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

Spirit Airlines

2024 Proxy Statement 3

Proposal No. 1: Election of Directors

The Board is currently comprised of eight members. In accordance with our Amended and Restated Certificate of Incorporation, the Board is divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election or until his or her successor is elected and has been qualified, or until such director's earlier death, resignation or removal.

Our directors are divided among the three classes as follows:

• Class I directors: Robert D. Johnson, Barclay G. Jones III and Dawn M. Zier, whose terms will expire at the Annual Meeting;
• Class II directors: H. McIntyre Gardner and Myrna M. Soto, whose terms will expire at the annual meeting of the stockholders to be held in 2025; and
• Class III directors: Edward M. Christie III, Mark B. Dunkerley and Christine P. Richards, whose terms will expire at the annual meeting of the stockholders to be held in 2026.

Any additional directorships resulting from an increase in the number of directors would be distributed among the three classes so that, as nearly as possible, each class would consist of one-third of the directors.

The division of the Board into three classes with staggered three- year terms may delay or prevent a change of our management or a change in control.

Robert D. Johnson and Barclay G. Jones III, have been nominated, and have consented to being named in this Proxy Statement and to serve as Class I directors upon their election at the Annual Meeting. Dawn M. Zier, a Class I director, has informed the Company that she does not intend to stand for re-election, and accordingly her term will end at the conclusion of the Annual Meeting. The Board has resolved to reduce the size of the Board from eight to seven members, effective as of the conclusion of the Annual Meeting. Each director to be elected will hold office until the third subsequent annual meeting of stockholders or until their successor is elected and has been qualified, or until such director's earlier death, resignation or removal.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named above. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve.

Directors are elected by a plurality of the votes cast at the meeting. Pursuant to the Company's corporate governance guidelines, any director nominee who receives a greater number of votes withheld from their election than votes for such election must submit their resignation for consideration by the Nominating and Corporate Governance Committee. The Board will then act after considering the Nominating and Corporate Governance Committee's recommendation.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR

THE ELECTION OF EACH NAMED NOMINEE.

4	Spirit Airlines

2024 Proxy Statement

PROPOSAL NO. 1: ELECTION OF DIRECTORS (continued)

The following table sets forth, for the Class I directors standing for election at the Annual Meeting and our other current directors, information with respect to their ages and position/office held with the Company:

Name	Age	Position/Office Held With the Company
Class I Directors for election at the 2024 Annual Meeting of Stockholders
Robert D. Johnson (1) (4)	76	Director, Chair of the Audit Committee
Barclay G. Jones III (2) (3)	63	Director, Chair of the Compensation Committee
Class II Directors whose terms expire at the 2025 Annual Meeting of Stockholders
H. McIntyre Gardner (1)	62	Director, Chairman of the Board
Myrna M. Soto (2) (4)	55	Director
Class III Directors whose terms expire at the 2026 Annual Meeting of Stockholders
Edward M. Christie III	53	President, Chief Executive Officer and Director
Mark B. Dunkerley (1) (4)	60	Director, Chair of the Safety, Security and Operations Committee
Christine P. Richards (2) (3)	69	Director

1. Member of the Audit Committee of the Board
2. Member of the Compensation Committee of the Board
3. Member of the Nominating and Corporate Governance Committee of the Board
4. Member of the Safety, Security and Operations Committee of the Board

Board Composition Highlights*

Size		Diversity		Independence

• Directors

Board Refreshment

• Female

• Hispanic

Age Distribution

• Independent

• New Directors over the past 5 years

Average Age of

62our Directors Age Range: 53 -76

Average Tenure

	10 Years Average Tenure
2 Directors	3-5 Years
		>5 Years
	5 Directors

• Dawn M. Zier, a current Class I director, has informed the Company that she does not intend to stand for re-election, and accordingly her term will end at the conclusion of the Annual Meeting. The Board has resolved to reduce the size of the Board from eight to seven members, effective as of the conclusion of the Annual Meeting. Assuming no other changes in the Board, and the election of the nominated Class I candidates, following the Annual Meeting the Board will consist of seven members, six of whom are independent, and the average age and tenure of the Board will be 62 years and 10 years, respectively.

Spirit Airlines

2024 Proxy Statement 5