UNITED AIRLINES HOLDINGS, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the 2021 Annual Meeting of Stockholders of
Under the 2021 Plan, the Company may grant: nonqualified stock options;
incentive stock options; stock appreciation rights ("SARs"); restricted shares;
restricted share units; performance units; cash incentive awards; other
equity-based and equity-related awards; and dividends and dividend equivalents
(collectively, the "Awards"). Subject to adjustment for changes in
capitalization in accordance with the terms of the 2021 Plan, the number of
shares of Company common stock initially available under the 2021 Plan, other
than substitute awards in a corporate transaction, is equal to the sum of (i)
3,600,000 shares of common stock and (ii) the number of shares of common stock
that remain available for issuance under the 2017 Plan as of the effective date
of the 2021 Plan, all of which may be delivered as incentive stock options. Each
share with respect to which any Award denominated in shares is granted under the
2021 Plan will reduce the aggregate number of shares available under the 2021
Plan by one. Upon exercise of a stock-settled SAR, each share with respect to
which such stock-settled SAR was exercised would be counted as one share against
the aggregate number of shares available under the 2021 Plan, regardless of the
number of shares actually delivered upon settlement of such stock-settled SAR.
Further information regarding the 2021 Plan was provided in the Company's proxy
statement filed with the
The foregoing description of the 2021 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2021 Plan, 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.
On
· Proposal 1 - the election of the nominees to the Company's Board of Directors;
· Proposal 2 - the ratification of the appointment of
independent registered public accounting firm of the Company and its subsidiaries for the fiscal year endingDecember 31, 2021 ;
· Proposal 3 - an advisory vote to approve the compensation of the Company's
named executive officers, as presented in the Company's proxy statement;
· Proposal 4 - the approval of the
Restated 2021 Incentive Compensation Plan;
· Proposal 5 - the approval and adoption of an amendment and restatement of the
Company's certificate of incorporation to preserve certain tax benefits;
· Proposal 6 - the approval of the Company's Tax Benefits Preservation Plan;
· Proposal 7 - a stockholder proposal regarding political spending; and
· Proposal 8 - a stockholder proposal regarding a report on climate-related
lobbying activities.
Each proposal is described in detail in the Company's proxy statement, which was
filed with the
At the Annual Meeting, the Company's stockholders elected each director nominee
to the Board and ratified the appointment of
Proposal 1 - Election of Directors
In accordance with the Company's Amended and Restated Bylaws, the Company's stockholders elected a total of 13 director nominees to the Board, of which 11 director nominees were elected by the holders of the Company's common stock, one director nominee was elected by the holder of the Company's one share of Class Pilot MEC Junior Preferred Stock, and one director nominee was elected by the holder of the Company's one share of Class IAM Junior Preferred Stock.
The holders of the Company's common stock elected the 11 director nominees listed in the table below.
For Against Abstain Broker Non-Votes
In addition, the
Proposal 2 - Ratification of Appointment of
The Company's stockholders ratified the appointment of
For Against Abstain Broker Non-Votes
228,651,440 4,000,346 1,062,619 -
Proposal 3 - Advisory Vote to Approve the Compensation of the Company's Named Executive Officers
The Company's stockholders approved, in an advisory and non-binding vote, the compensation of the Company's named executive officers, as presented in the Company's proxy statement.
For Against Abstain Broker Non-Votes
128,883,435 28,884,909 717,513 75,228,548
Proposal 4 - Approval of the
The Company's stockholders approved the
For Against Abstain Broker Non-Votes
150,242,765 7,637,458 605,634 75,228,548
Proposal 5 - Approval and Adoption of an Amendment and Restatement of the Company's Certificate of Incorporation to Preserve Certain Tax Benefits
The Company's stockholders did not approve an amendment and restatement of the Company's certificate of incorporation to preserve certain tax benefits.
For Against Abstain Broker Non-Votes
141,393,353 16,558,832 533,672 75,228,548
Proposal 6 - Approval of the Company's Tax Benefits Preservation Plan
The Company's stockholders approved the Company's Tax Benefits Preservation Plan.
For Against Abstain Broker Non-Votes 134,384,787 23,624,171 476,899 75,228,548
Proposal 7 - Stockholder Proposal Regarding Political Spending
The stockholder proposal regarding political spending was approved by the
Company's stockholders.
For Against Abstain Broker Non-Votes
107,018,128 50,668,321 799,408 75,228,548
Proposal 8 - Stockholder Proposal Regarding a Report on Climate-Related Lobbying Activities
The stockholder proposal regarding a report on global warming-related lobbying activities was approved by the Company's stockholders.
For Against Abstain Broker Non-Votes
103,084,540 54,527,783 873,534 75,228,548
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 10.1United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
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