United Airlines Holdings, Inc. DEF 14A Filing

Ticker: UAL · Form: DEF 14A · Filed: Apr 12, 2024 · CIK: 100517

United Airlines Holdings, Inc. DEF 14A Filing Summary
FieldDetail
CompanyUnited Airlines Holdings, Inc. (UAL)
Form TypeDEF 14A
Filed DateApr 12, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$53.7 billion, $3.4 billion, $4.3 billion, $7.89, $10.05
Sentimentneutral

Sentiment: neutral

Topics: UAL, DEF 14A, Executive Compensation, Shareholder Meeting, Corporate Governance

TL;DR

<b>United Airlines Holdings, Inc. files its DEF 14A, detailing executive compensation and equity awards for 2023.</b>

AI Summary

United Airlines Holdings, Inc. (UAL) filed a Proxy Statement (DEF 14A) with the SEC on April 12, 2024. Filing is a DEF 14A for United Airlines Holdings, Inc. (UAL). The filing covers the period ending December 31, 2023. Includes executive compensation details for Scott Kirby and other members. Details equity awards and pension values for 2023 and 2022. The filing was submitted on April 12, 2024.

Why It Matters

For investors and stakeholders tracking United Airlines Holdings, Inc., this filing contains several important signals. This filing provides crucial information on executive compensation, including equity awards and pension values, which can influence investor perception of management alignment and company financial health. As a DEF 14A, it outlines proposals to be voted on at the shareholder meeting, giving shareholders insight into corporate governance and strategic direction.

Risk Assessment

Risk Level: low — United Airlines Holdings, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and shareholder matters, with no immediate red flags identified.

Analyst Insight

Review the executive compensation details and any shareholder proposals to assess management incentives and corporate governance practices.

Executive Compensation

NameTitleTotal Compensation
Scott KirbyMember
Oscar MunozMember

Key Numbers

  • 2023-12-31 — Fiscal Year End (Reporting Period)
  • 2024-04-12 — Filing Date (Submission Date)
  • 2023-01-01 — Start Date (Compensation Year)
  • 2022-01-01 — Start Date (Prior Compensation Year)

Key Players & Entities

  • United Airlines Holdings, Inc. (company) — Filer
  • UAL (company) — Ticker Symbol
  • Scott Kirby (person) — Executive
  • Oscar Munoz (person) — Executive
  • DEF 14A (regulator) — Filing Type
  • 2024-04-12 (date) — Filing Date
  • 2023-12-31 (date) — Fiscal Year End
  • 233 SOUTH WACKER DRIVE (location) — Business Address

FAQ

When did United Airlines Holdings, Inc. file this DEF 14A?

United Airlines Holdings, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 12, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by United Airlines Holdings, Inc. (UAL).

Where can I read the original DEF 14A filing from United Airlines Holdings, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by United Airlines Holdings, Inc..

What are the key takeaways from United Airlines Holdings, Inc.'s DEF 14A?

United Airlines Holdings, Inc. filed this DEF 14A on April 12, 2024. Key takeaways: Filing is a DEF 14A for United Airlines Holdings, Inc. (UAL).. The filing covers the period ending December 31, 2023.. Includes executive compensation details for Scott Kirby and other members..

Is United Airlines Holdings, Inc. a risky investment based on this filing?

Based on this DEF 14A, United Airlines Holdings, Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosures on executive compensation and shareholder matters, with no immediate red flags identified.

What should investors do after reading United Airlines Holdings, Inc.'s DEF 14A?

Review the executive compensation details and any shareholder proposals to assess management incentives and corporate governance practices. The overall sentiment from this filing is neutral.

How does United Airlines Holdings, Inc. compare to its industry peers?

United Airlines Holdings, Inc. operates in the scheduled air transportation industry.

Are there regulatory concerns for United Airlines Holdings, Inc.?

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934 for companies soliciting proxies from shareholders.

Industry Context

United Airlines Holdings, Inc. operates in the scheduled air transportation industry.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934 for companies soliciting proxies from shareholders.

What Investors Should Do

  1. Analyze executive compensation packages and performance metrics.
  2. Review proposals for the upcoming shareholder meeting.
  3. Assess any changes in corporate governance practices.

Key Dates

  • 2024-04-12: Filing Date — Submission of DEF 14A
  • 2023-12-31: Fiscal Year End — Period covered by compensation details

Year-Over-Year Comparison

This is the initial DEF 14A filing for the period ending December 31, 2023, following previous filings for earlier periods.

Filing Stats: 4,522 words · 18 min read · ~15 pages · Grade level 13.8 · Accepted 2024-04-12 17:13:21

Key Financial Figures

  • $53.7 billion — ated record top line revenue results of $53.7 billion. We also delivered pre-tax income of $
  • $3.4 billion — n. We also delivered pre-tax income of $3.4 billion and adjusted pre-tax income (1) of $4.3
  • $4.3 billion — lion and adjusted pre-tax income (1) of $4.3 billion as well as a pre-tax margin of 6.3% and
  • $7.89 — full-year diluted earnings per share of $7.89 and adjusted diluted earnings per share
  • $10.05 — usted diluted earnings per share (1) of $10.05. These results were ahead of Wall Stree
  • $0.01 — outstanding shares of our common stock, $0.01 par value per share ("Common Stock") th
  • $200 — s closed the Sustainable Flight Fund, a $200+ million fund with 22 limited partners,

Filing Documents

| Election of Directors

Item 1 | Election of Directors 5 Director Nominee Details 5 Active Stakeholder Engagement in Fiscal 2023 8

| Ratification of Appointment of Independent Registered Public Accounting Firm

Item 2 | Ratification of Appointment of Independent Registered Public Accounting Firm 9

| Advisory Vote to Approve Executive Compensation

Item 3 | Advisory Vote to Approve Executive Compensation 10

| Vote to Approve the Second Amendment to the Amended and Restated 2021 Incentive Compensation Plan

Item 4 | Vote to Approve the Second Amendment to the Amended and Restated 2021 Incentive Compensation Plan 13

| Vote to Approve the Company's Tax Benefits Preservation Plan

Item 5 | Vote to Approve the Company's Tax Benefits Preservation Plan 13 United's Approach to Environmental, Social and Governance 14 Item 1 Election of Directors 17 Director Qualifications 18 Board Diversity 20 Director Biographical Information 22 Board and Corporate Governance Matters 36 Board Selection and Election 36 Board Governance 42 Governance Policies and Principles 49 How the Board Is Organized 51 Communications with Directors and Stockholder Engagement 58 How We Are Paid 63 Securities Ownership 69 Certain Beneficial Owners 69 Directors and Executive Officers 70 Equity Compensation Plan Information 71 Delinquent Section 16(a) Reports 71 Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm 72 Audit Committee Report 73 Audit Committee Pre-Approval Policy and Procedures 75 Independent Registered Public Accounting Firm Fees 75 Table of Contents Table of Contents Item 3 Advisory Vote to Approve Executive Compensation 76 Compensation Discussion and Analysis 77 Introduction 78 Executive Summary 78 Company Performance Update 83 Driving Business Success 84

Executive Compensation Program

Executive Compensation Program 85 2023 Target Compensation Benchmarks 87 Pay Setting Governance and Process 88 Fiscal Year 2023 Compensation Program Design 93 Other Elements of the Compensation Program Design 108 Significant Compensation Policies and Other Information Regarding Executive Compensation 110 Compensation Committee Report 112 2023 Summary Compensation Table 113 Grants of Plan-Based Awards for 2023 116 Narrative to 2023 Summary Compensation Table and Grants of Plan-Based Awards for 2023 Table 118 Outstanding Equity Awards at 2023 Fiscal Year-End 119 Option Exercises and Stock Vested for 2023 121 2023 Pension Benefits Table 122 Narrative to Pension Benefits Table 123 Potential Payments upon Termination or Change in Control 125 2023 CEO Pay Ratio 138 Pay Versus Performance 139 Item 4 Vote to Approve the Second Amendment to the United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan to Increase the Available Shares by 2,700,000 Shares 144 Proposed Amendment 145 General 146 Purpose of the 2021 Plan 146 Certain Features of the 2021 Plan 147 Description of the 2021 Plan 147 Federal Income Tax Consequences 153 Item 5 Vote to Approve the Company's Tax Benefits Preservation Plan 155 Annual Meeting Information 160 General Information About the Annual Meeting 160 Householding 166 Other Business 166 Appendix A Reconciliation of GAAP and Non-GAAP Financial Measures A- 1 Appendix B-1 Second Amendment to United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan B-1- 1 Appendix B-2 United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan B-2- 1 Appendix C United Airlines Holdings, Inc. Tax Benefits Preservation Plan C- 1 Table of Contents Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This proxy statement (the "Proxy Statement") and a

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