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8-KThe WireRoutine

Shareholder Vote

Filed May 31, 2022 · 4y ago · Accession 0000100517-22-000034

Plain English

Material event — a significant development the company must disclose promptly.

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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 25, 2022 UNITED AIRLINES HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware   001-06033   36-2675207 (State or other jurisdiction   (Commission File Number)   (IRS Employer of incorporation)     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.  ☐ Item 5.07     Submission of Matters to a Vote of Security Holders. (a)    United Airlines Holdings, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") on May 25, 2022. (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 2023 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 Carolyn Corvi 150,164,180 4,978,470 551,284 78,530,755 Matthew Friend 152,449,773 2,649,701 594,460 78,530,755 Barney Harford 151,761,261 3,332,174 600,499 78,530,755 Michele J. Hooper 150,406,625 4,730,550 556,759 78,530,755 Walter Isaacson 149,243,794 5,870,764 579,376 78,530,755 James A. C. Kennedy 151,123,707 3,928,052 642,175 78,530,755 J. Scott Kirby 151,664,814 3,532,551 496,569 78,530,755 Edward M. Philip 148,124,760 6,806,002 763,172 78,530,755 Edward L. Shapiro 149,696,609 5,352,723 644,602 78,530,755 Laysha Ward 150,028,004 5,118,826 547,104 78,530,755 James M. Whitehurst 148,329,901 6,748,086 615,947 78,530,755 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 Michael Hamilton at the Annual Meeting to serve as a director of the Company for a term expiring at the annual meeting of stockholders in 2023 and until his successor has been elected and qualified or his 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 2023 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, 2022 based upon the votes set forth in the table below: For Against Abstain 228,251,589 4,668,666 1,304,436 2 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 Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 14, 2022 (the "Proxy Statement"), based upon the votes set forth in the table below: For Against Abstain Broker Non-Votes 146,850,632 8,217,574 625,730 78,530,755 Item 4 –Stockholder Proposal Regarding Lobbying Policies and Activities . The Company’s stockholders did not approve a stockholder proposal requesting that the Company’s Board of Directors issue an annual report disclosing information regarding the Company’s lobbying policies and activities based upon the votes set forth in the table below: For Against Abstain Broker Non-Votes 56,946,343 97,662,739 1,084,854 78,530,755 The above items are described in more detail in the Company’s Proxy Statement. 3 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 and Chief Legal Officer Date: May 31, 2022 4
Filing details
Ticker
UAL
CIK
100517
Form type
8-K
Filing date
May 31, 2022
Report date
May 25, 2022
Document
ual-20220525.htm
Size
251 KB