8-KThe WireRoutine
Shareholder Vote
Filed May 22, 2026 · 1mo ago · Accession 0001104659-26-065739
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 19, 2026
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 5.07
Submission of Matters to a Vote of Security Holders.
(a) The Company held
its Annual Meeting on May 19, 2026.
(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 2027 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
242,266,849
1,840,803
341,550
34,789,391
Michelle Freyre
239,934,050
4,168,916
346,236
34,789,391
Matthew Friend
242,317,553
1,763,163
368,486
34,789,391
Barney Harford
239,276,014
4,775,255
397,933
34,789,391
Michele J. Hooper
240,402,186
3,575,071
471,945
34,789,391
Walter Isaacson
237,664,489
6,420,147
364,566
34,789,391
J. Scott Kirby
242,054,988
2,093,592
300,622
34,789,391
Edward M. Philip
225,329,969
18,759,897
359,336
34,789,391
Edward L. Shapiro
241,640,350
2,416,452
392,400
34,789,391
Laysha Ward
238,502,908
5,411,590
534,704
34,789,391
James M. Whitehurst
238,467,485
5,605,274
376,443
34,789,391
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 Brian Noyes at the Annual Meeting to serve as a director of the Company
for a term expiring at the annual meeting of stockholders in 2027 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 2027 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, 2026 based upon
the votes set forth in the table below:
For
Against
Abstain
274,851,843
3,727,562
659,188
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
229,976,500
13,999,639
473,063
34,789,391
Item 4 – Stockholder Proposal Regarding
Shareholder Right to Act by Written Consent . The Company’s stockholders did not approve a stockholder proposal requesting the
ability for shareholders to act by written consent, based upon the votes set forth in the table below:
For
Against
Abstain
Broker Non-Votes
94,123,936
143,564,484
6,760,782
34,789,391
The above items are described in more detail
in the Company’s Proxy Statement.
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
Date: May 22, 2026
Filing details
- Ticker
- UAL
- CIK
- 100517
- Form type
- 8-K
- Filing date
- May 22, 2026
- Report date
- May 19, 2026
- Document
- tm2615419d1_8k.htm
- Size
- 258 KB