Amended Current Report Filing (8-k/a)
September 14 2020 - 5:08PM
Edgar (US Regulatory)
0000100517
On June 2, 2020, United Airlines Holdings, Inc. (the "Company") and United Airlines, Inc. ("United") filed a Current Report on Form 8-K (the "Original Form 8-K") disclosing the appointment of Jonathan Roitman to the role of Senior Vice President and Chief Operations Officer of the Company, effective June 1, 2020. This Amendment No. 1 to the Original Form 8-K is being filed by the Company to disclose the appointment of Mr. Roitman to the role of Executive Vice President and Chief Operations Officer of the Company, effective September 10, 2020, as well as changes to Mr. Roitman's compensation in connection with his new role.
true
0000100517
2020-05-27
2020-05-27
0000100517
UAL:UnitedAirLinesIncMember
2020-05-27
2020-05-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 27, 2020
UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.
(Exact name of registrant as specified
in its charter)
Delaware
|
|
001-06033
|
|
36-2675207
|
Delaware
|
|
001-10323
|
|
74-2099724
|
(State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
of incorporation)
|
|
File Number)
|
|
Identification Number)
|
233 S. Wacker Drive, Chicago, IL
|
|
60606
|
233 S. Wacker Drive, Chicago, IL
|
|
60606
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(872) 825-4000
(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:
|
o
|
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))
|
|
¨
|
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, Inc.
|
|
None
|
|
None
|
|
None
|
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 o
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
Explanatory Note
On June 2, 2020, United Airlines Holdings, Inc. (the
“Company”) and United Airlines, Inc. (“United”) filed a Current Report on Form 8-K (the “Original
Form 8-K”) disclosing the appointment of Jonathan Roitman to the role of Senior Vice President and Chief Operations
Officer of the Company, effective June 1, 2020. This Amendment No. 1 to the Original Form 8-K is being filed by
the Company to disclose the appointment of Mr. Roitman to the role of Executive Vice President and Chief Operations Officer
of the Company, effective September 10, 2020, as well as changes to Mr. Roitman’s compensation in connection with
his new role.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2020, the Board of Directors (“Board”)
of the Company appointed Jonathan Roitman to serve as Executive Vice President and Chief Operations Officer of the Company effective
as of such date. Mr. Roitman previously was appointed as Senior Vice President and Chief Operations Officer of the Company
and will continue to report to J. Scott Kirby, Chief Executive Officer of the Company.
On September 9, 2020, the Compensation Committee of the
Board approved compensation changes for Mr. Roitman subject to and effective upon his appointment as Executive Vice President
and Chief Operations Officer. The Compensation Committee approved an annual compensation package for Mr. Roitman with an annual
base salary of $600,000, a target annual incentive program (“AIP”) opportunity equal to 100% of base salary, and a
target long-term incentive (“LTI”) opportunity equal to 300% of base salary. The Company has previously disclosed that
it is extremely unlikely that the Company will achieve a payout under the 2020 AIP awards, and the new LTI opportunity is reduced
and pro-rated based only on the portion of the year that Mr. Roitman serves in his new role.
Based on the new compensation level, and consistent with its
customary practice, the Compensation Committee approved and granted Mr. Roitman an LTI award in the amount of $340,000, which
reflects an offset of regular 2020 LTI awards received earlier in the year and represents the new LTI opportunity for the portion
of the year that Mr. Roitman will serve in his new role. The new LTI award is in the form of time-vested restricted stock
units that vest ratably over a three-year period based on continued service, with the first vesting scheduled to occur on February 28,
2021.
As previously disclosed, on April 20, 2020, United entered
into a Payroll Support Program Agreement (the “PSP Agreement”) with the U.S. Treasury Department providing the Company
with total funding of approximately $5.0 billion pursuant to the Payroll Support Program under the Coronavirus Aid, Relief, and
Economic Security Act. Under the PSP Agreement, the Company and its business are subject to certain restrictions, including, but
not limited to, certain limitations on executive compensation. Although the new compensation level for Mr. Roitman was set
with reference to market practices of an industry peer group, the Company acknowledges that as a result of the PSP Agreement limitations
on executive compensation, Mr. Roitman may not realize the full value of his compensation package during any period in which
those limitations apply. The Company will continue to monitor and administer its executive compensation programs to be in compliance
with the PSP Agreement limitations.
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.
|
|
UNITED AIRLINES, INC.
|
|
|
|
By:
|
/s/ Jennifer L. Kraft
|
|
Name:
|
Jennifer L. Kraft
|
|
Title:
|
Vice President
|
Date: September 14, 2020
United Airlines (NASDAQ:UAL)
Historical Stock Chart
From Aug 2024 to Sep 2024
United Airlines (NASDAQ:UAL)
Historical Stock Chart
From Sep 2023 to Sep 2024