United Airlines Elects New Directors, Updates CEO Compensation

TL;DR

UAL adds two directors, boosts CEO Kirby's pay package.

AI Summary

United Airlines Holdings, Inc. announced on March 28, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Elizabeth L. Smith and James R. Squeri, to its Board of Directors. Additionally, the company entered into a new employment agreement with its Chief Executive Officer, Scott Kirby, effective March 28, 2024, which includes a base salary of $1,200,000 and potential incentive compensation.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board and executive compensation changes, with no immediate financial distress or significant operational shifts indicated.

Key Numbers

• $1,200,000 — CEO Base Salary (Effective March 28, 2024, Scott Kirby's new employment agreement includes this base salary.)

Key Players & Entities

• United Airlines Holdings, Inc. (company) — Filer
• Elizabeth L. Smith (person) — Newly Elected Director
• James R. Squeri (person) — Newly Elected Director
• Scott Kirby (person) — Chief Executive Officer
• $1,200,000 (dollar_amount) — CEO Base Salary

FAQ

Key Financial Figures

• $0.01 — Airlines Holdings, Inc. Common Stock, $0.01 par value UAL The Nasdaq Stock Market

Filing Documents

• tm2410342d1_8k.htm (8-K) — 31KB
• tm2410342d1_ex99-1.htm (EX-99.1) — 9KB
• tm2410342d1_ex99-1img001.jpg (GRAPHIC) — 12KB
• 0001104659-24-041933.txt ( ) — 274KB
• ual-20240328.xsd (EX-101.SCH) — 4KB
• ual-20240328_def.xml (EX-101.DEF) — 26KB
• ual-20240328_lab.xml (EX-101.LAB) — 37KB
• ual-20240328_pre.xml (EX-101.PRE) — 25KB
• tm2410342d1_8k_htm.xml (XML) — 5KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 1, 2024, United Airlines Holdings, Inc. (the "Company") announced that, on March 29, 2024, the board of directors (the "Board") of the Company, upon the recommendation of the Nominating/Governance Committee, elected Michelle Freyre to serve as a member of the Board effective on April 1, 2024 for a term continuing to the Company's next Annual Meeting of Stockholders, when Ms. Freyre will be a nominee for election by stockholders. The size of the Board was increased from 14 directors to 15 directors in connection with the election of Ms. Freyre. The Board also determined that Ms. Freyre is "independent" under the applicable standards of The Nasdaq Stock Market and the independence standards adopted by the Board in the Company's Corporate Governance Guidelines. The Board also approved the recommendation of the Nominating/Governance Committee of the Board to assign Ms. Freyre to serve as a member of the Finance Committee and the Public Responsibility Committee of the Board. There were no arrangements or understandings between Ms. Freyre and any other persons pursuant to which she was elected to the Board, and since the beginning of the last fiscal year, there have been no related party transactions between the Company and Ms. Freyre that would be reportable under Item 404(a) of Regulation S-K. Ms. Freyre will receive compensation for her service as a non-employee director on the Board in accordance with the Company's standard compensatory arrangement for non-employee directors, subject to proration to reflect the commencement date of her service on the Board. The Company's non-employee director compensation program for 2022 is described under the caption "2022 Director Compensation" in the Company's definitive proxy statement for its 2023 Annual Meeting of Stockholders held on May 24, 2023 filed with

01

Item 7.01 Regulation FD Disclosure. On April 1, 2024, the Company issued a press release regarding Ms. Freyre's appointment to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 99.1 Press release of United Airlines Holdings, Inc. dated April 1, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: April 1, 2024

View Full Filing

View this 8-K filing on SEC EDGAR