Current Report Filing (8-k)

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 20, 2020

UNITED AIRLINES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-06033		36-2675207
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		UAL		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.

On May 20, 2020, United Airlines Holdings, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The proposals submitted to the stockholders at the Annual Meeting were as follows:

•

Proposal 1 – the election of the nominees to the Company’s Board of Directors (the “Board”);

•

Proposal 2 – the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries for the fiscal year ending December 31, 2020;

	•		Proposal 3 – an advisory vote to approve the compensation of the Company’s named executive officers, as presented in the Company’s definitive proxy statement;

	•		Proposal 4 – a stockholder proposal regarding stockholder action by written consent;

	•		Proposal 5 – a stockholder proposal regarding a report on lobbying spending; and

	•		Proposal 6 – a stockholder proposal regarding global warming-related lobbying activities.

Each proposal is described in detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 9, 2020.

At the Annual Meeting, the Company’s stockholders elected each director nominee to the Board and ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries for the fiscal year ending December 31, 2020. The stockholders approved, in an advisory vote, the compensation of the Company’s named executive officers, as presented in the Company’s definitive proxy statement. The stockholder proposals were not approved by the Company’s stockholders. The final voting results for each proposal, including the number of votes cast for and against, and the number of abstentions and broker non-votes, as applicable, are set forth below.

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
Carolyn Corvi		176,529,805		1,830,148		830,923		40,328,188
Barney Harford		175,512,649		2,831,863		846,364		40,328,188
Michele J. Hooper		175,779,650		2,575,791		835,435		40,328,188
Walter Isaacson		173,920,876		4,380,509		889,491		40,328,188
James A. C. Kennedy		175,662,210		2,633,912		894,754		40,328,188
J. Scott Kirby		175,653,735		2,933,013		604,128		40,328,188
Oscar Munoz		176,447,295		2,198,523		545,058		40,328,188
Edward M. Philip		170,026,927		8,208,332		955,617		40,328,188
Edward L. Shapiro		175,626,639		2,743,037		821,200		40,328,188
David J. Vitale		173,896,024		4,481,277		813,575		40,328,188
James M. Whitehurst		174,904,887		3,438,856		847,133		40,328,188

In addition, the United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International (“ALPA”), the holder of the Company’s one share of Class Pilot MEC Junior Preferred Stock, elected Todd M. Insler as the ALPA director, and the International Association of Machinists and Aerospace Workers (“IAM”), the holder of the Company’s one share of Class IAM Junior Preferred Stock, elected Sito J. Pantoja as the IAM director.

Proposal 2 – Ratification of Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm of the Company and its Subsidiaries for the Fiscal Year Ending December 31, 2020

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries for the fiscal year ending December 31, 2020.

For				Against				Abstain				Broker Non-Votes
	214,498,234				3,432,620				1,588,212				—

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 definitive proxy statement.

For				Against				Abstain				Broker Non-Votes
	171,786,866				6,344,808				1,059,204				40,328,188

Proposal 4 – Stockholder Proposal Regarding Stockholder Action by Written Consent

The stockholder proposal regarding stockholder action by written consent was not approved by the Company’s stockholders.

For				Against				Abstain				Broker Non-Votes
	43,164,477				134,949,916				1,076,485				40,328,188

Proposal 5 – Stockholder Proposal Regarding a Report on Lobbying Spending

The stockholder proposal regarding a report on lobbying spending was not approved by the Company’s stockholders.

For				Against				Abstain				Broker Non-Votes
	51,325,465				126,778,616				1,086,797				40,328,188

Proposal 6 – Stockholder Proposal Regarding a Report on Global Warming-Related Lobbying Activities

The stockholder proposal regarding a report on global warming-related lobbying activities was not approved by the Company’s stockholders.

For				Against				Abstain				Broker Non-Votes
	56,036,423				122,126,486				1,027,969				40,328,188

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.