false
0000100517
true
0000100517
2024-05-22
2024-05-22
0000100517
us-gaap:CommonStockMember
2024-05-22
2024-05-22
0000100517
UAL:PreferredStockPurchaseRightsMember
2024-05-22
2024-05-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 22, 2024
UNITED
AIRLINES HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-06033 |
|
36-2675207 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification Number) |
233
S. Wacker Drive, Chicago,
IL |
|
60606 |
(Address of principal executive offices) |
|
(Zip Code) |
(872)
825-4000
Registrant’s telephone
number, including area code
(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:
¨ | 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:
Registrant |
|
Title
of Each Class |
|
Trading
Symbol |
|
Name of Each Exchange
on Which Registered |
United Airlines Holdings, Inc. | |
Common
Stock, $0.01 par value | |
UAL | |
The
Nasdaq Stock Market LLC |
United Airlines Holdings, Inc. | |
Preferred
Stock Purchase Rights | |
None | |
The
Nasdaq Stock Market LLC |
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. o
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
At the 2024 Annual Meeting
of Stockholders of United Airlines Holdings, Inc. (the “Company”) held on May 22, 2024 (the “Annual Meeting”),
the Company’s stockholders approved the Second Amendment (the “Plan Amendment”) to the United Airlines Holdings, Inc.
Amended and Restated 2021 Incentive Compensation Plan (the “2021 Plan”). The Plan Amendment increases by 2,700,000 the maximum
number of shares of common stock authorized to be issued under the 2021 Plan. Further information regarding the Plan Amendment was provided
in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 12,
2024 (as amended on April 23, 2024, the “Proxy Statement”).
The foregoing description
of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan Amendment,
which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
|
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
(a) The Company
held its Annual Meeting on May 22, 2024.
(b) The matters
submitted to a vote at the Annual Meeting and the voting results of such matters are as follows:
Item
1 - Election of Directors. Holders of the Company’s common stock elected each of the 11 directors nominated by
the Company’s Board of Directors to serve as directors of the Company, each for a term expiring at the annual meeting of stockholders
in 2025 and until his or her successor has been elected and qualified or his or her earlier death, resignation or removal, based upon
the votes set forth in the table below:
Name of Nominee |
|
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
Rosalind Brewer |
|
208,983,496 |
|
1,917,678 |
|
689,916 |
|
56,357,231 |
Michelle Freyre |
|
209,100,978 |
|
1,813,935 |
|
676,177 |
|
56,357,231 |
Matthew Friend |
|
207,787,120 |
|
3,260,536 |
|
543,434 |
|
56,357,231 |
Barney Harford |
|
208,361,181 |
|
2,684,457 |
|
545,452 |
|
56,357,231 |
Michele J. Hooper |
|
207,587,716 |
|
3,459,336 |
|
544,038 |
|
56,357,231 |
Walter Isaacson |
|
206,024,471 |
|
5,006,263 |
|
560,356 |
|
56,357,231 |
J. Scott Kirby |
|
207,976,321 |
|
3,114,030 |
|
500,739 |
|
56,357,231 |
Edward M. Philip |
|
206,973,249 |
|
4,072,038 |
|
545,803 |
|
56,357,231 |
Edward L. Shapiro |
|
207,650,872 |
|
3,385,524 |
|
554,694 |
|
56,357,231 |
Laysha Ward |
|
207,736,846 |
|
3,314,777 |
|
539,467 |
|
56,357,231 |
James M. Whitehurst |
|
200,844,011 |
|
10,218,869 |
|
528,210 |
|
56,357,231 |
The United Airlines Pilots Master Executive
Council of the Air Line Pilots Association, International (the “ALPA”), the sole holder of the Company’s Class Pilot
MEC Junior Preferred Stock, which provides the ALPA with the right to elect one member to the Company’s Board of Directors at each
annual meeting of stockholders of the Company, elected Captain Anne Worster at the Annual Meeting to serve as a director of the Company
for a term expiring at the annual meeting of stockholders in 2025 and until her successor has been elected and qualified or her earlier
death, resignation or removal.
The International Association of Machinists
and Aerospace Workers (the “IAM”), the sole holder of the Company’s Class IAM Junior Preferred Stock, which provides
the IAM with the right to elect one member to the Company’s Board of Directors at each annual meeting of stockholders of the Company,
elected Richard Johnsen at the Annual Meeting to serve as a director of the Company for a term expiring at the annual meeting of stockholders
in 2025 and until his successor has been elected and qualified or his earlier death, resignation or removal.
Item
2 - Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified
the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for its fiscal
year ending December 31, 2024 based upon the votes set forth in the table below:
For |
|
Against |
|
Abstain |
263,053,397 |
|
3,785,148 |
|
1,109,778 |
Item
3 - Advisory Vote to Approve Executive Compensation. The Company’s stockholders approved a nonbinding, advisory resolution
approving the compensation of the Company’s named executive officers, as set forth in the Proxy Statement, based upon the votes
set forth in the table below:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
202,936,183 |
|
8,050,194 |
|
604,715 |
|
56,357,231 |
Item
4 - Approval of the Second Amendment to the United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan.
The Company’s stockholders approved the Second Amendment to the United Airlines Holdings, Inc. Amended and Restated 2021 Incentive
Compensation Plan, based upon the votes set forth in the table below:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
202,700,294 |
|
8,294,331 |
|
596,467 |
|
56,357,231 |
Item
5 - Approval of the Company’s Tax Benefits Preservation Plan. The Company’s stockholders approved the Company’s
Tax Benefits Preservation Plan, based upon the votes set forth in the table below:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
196,800,315 |
|
14,135,465 |
|
655,312 |
|
56,357,231 |
The above items are described in more detail
in the Company’s Proxy Statement.
Item 9.01 |
Financial Statements and Exhibits |
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.
UNITED AIRLINES HOLDINGS, INC. |
|
|
|
|
By: |
/s/Robert S. Rivkin |
|
Name: |
Robert S. Rivkin |
|
Title: |
Senior Vice President, Chief Legal Officer and General Counsel |
|
Date: May 29, 2024
Exhibit 10.1
SECOND AMENDMENT TO
UNITED AIRLINES HOLDINGS, INC.
AMENDED AND RESTATED 2021 INCENTIVE COMPENSATION
PLAN
WHEREAS,
United Airlines Holdings, Inc. (the “Company”) has heretofore adopted the United Airlines Holdings, Inc. Amended
and Restated 2021 Incentive Compensation Plan (the “Plan”) which was approved by stockholders effective May 26, 2021 at the
Company’s 2021 Annual Meeting of Stockholders and which was subsequently amended effective May 24, 2023 at the Company’s 2023
Annual Meeting of Stockholders; and
WHEREAS,
the Company wishes to amend the Plan to increase the number of shares of common stock of the Company, par value $0.01 per share, available
for issuance under the Plan by up to 2,700,000 and to prohibit the recycling of shares used to satisfy the withholding tax requirements
related to stock option and stock appreciation rights awards; and
NOW,
THEREFORE, the Plan shall be amended, effective as of the date on which the stockholders of the Company approve such amendment
at the 2024 Annual Meeting of Stockholders, as follows:
| 1. | The first sentence of Section 4(a) is deleted and replaced with the following: |
Subject to adjustment as provided in Section 4(b), the number
of Shares initially available under this Plan, other than Substitute Awards, shall be the sum of (i) 8,500,000 and (ii) the number of
Shares that remained available for issuance under the Prior Plan effective as of May 26, 2021 when the Plan was first approved by stockholders,
all of which may be delivered pursuant to Incentive Stock Options
| 2. | The third paragraph of Section 4(a) is deleted and replaced with the following: |
If, after the effective date of the
Plan, any Award granted under the Plan or the Prior Plan, other than a Substitute Award, (1) is forfeited, or otherwise expires,
terminates or is canceled without the delivery of all Shares subject thereto (including the forfeiture of Shares subject to a performance-based
award due to the failure to achieve the maximum level of performance), or (2) is settled in cash, then, in the case of clauses (1) and
(2), the number of Shares subject to such Award that were not issued with respect to such Award shall again be available under this Plan.
In addition, the Shares subject to an Award (other than an Option or SAR) under this Plan or a Prior Plan shall again be available for
issuance under this Plan if such Shares are Shares delivered to or withheld by the Company to pay the withholding taxes related to such
outstanding Award. For the avoidance of doubt, any Award granted under the Plan that in accordance with its terms may only be settled
in cash, including cash-settled RSUs, shall not reduce the number of Shares available for issuance under the Plan. Notwithstanding the
foregoing, Shares subject to an Award under this Plan or a Prior Plan shall not again be available for issuance under this Plan if such
Shares are (w) Shares that were subject to an Option or stock-settled SAR and were not issued or delivered upon the net settlement
or net exercise of such Option or SAR, (x) Shares delivered to or withheld by the Company to pay the purchase price relating to an
outstanding Award, (y) Shares delivered to or withheld by the Company to pay the withholding taxes related to an outstanding Option or
SAR or (z) Shares repurchased by the Company on the open market with the proceeds of an Option exercise.
| 3. | Except as modified herein, the remaining terms of the Plan shall remain unchanged and in full force and effect. |
IN
WITNESS WHEREOF, the undersigned officer of the Company, acting pursuant to authority granted to him by the Board of Directors
of the Company, has executed this instrument on this 22nd day of May, 2024.
|
UNITED AIRLINES HOLDINGS, INC. |
|
|
|
By: |
/s/ Robert S. Rivkin |
|
Name: |
Robert S. Rivkin |
|
Title: |
Senior Vice President, Chief Legal Officer and General Counsel |
v3.24.1.1.u2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a security having no trading symbol.
+ References
+ Details
Name: |
dei_NoTradingSymbolFlag |
Namespace Prefix: |
dei_ |
Data Type: |
dei:trueItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=UAL_PreferredStockPurchaseRightsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
United Airlines (NASDAQ:UAL)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
United Airlines (NASDAQ:UAL)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024