SEC EDGAR · 8-K
8-K – 2026-05-22 – tm2615419d1_8k.htm
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false 0000100517 true 0000100517 2026-05-19 2026-05-19 0000100517 us-gaap:CommonStockMember 2026-05-19 2026-05-19 0000100517 UAL:PreferredStockPurchaseRightsMember 2026-05-19 2026-05-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 19, 2026 UNITED AIRLINES HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-06033 36-2675207 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ 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 Holdings, Inc. Preferred Stock Purchase Rights None 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. o Item 5.07 Submission of Matters to a Vote of Security Holders. (a) The Company held its Annual Meeting on May 19, 2026. (b) The matters submitted to a vote at the Annual Meeting and the voting results of such matters are as follows: Item 1 - Election of Directors . Holders of the Company’s common stock elected each of the 11 directors nominated by the Company’s Board of Directors to serve as directors of the Company, each for a term expiring at the annual meeting of stockholders in 2027 and until his or her successor has been elected and qualified or his or her earlier death, resignation or removal, based upon the votes set forth in the table below: Name of Nominee For Against Abstain Broker Non-Votes Rosalind Brewer 242,266,849 1,840,803 341,550 34,789,391 Michelle Freyre 239,934,050 4,168,916 346,236 34,789,391 Matthew Friend 242,317,553 1,763,163 368,486 34,789,391 Barney Harford 239,276,014 4,775,255 397,933 34,789,391 Michele J. Hooper 240,402,186 3,575,071 471,945 34,789,391 Walter Isaacson 237,664,489 6,420,147 364,566 34,789,391 J. Scott Kirby 242,054,988 2,093,592 300,622 34,789,391 Edward M. Philip 225,329,969 18,759,897 359,336 34,789,391 Edward L. Shapiro 241,640,350 2,416,452 392,400 34,789,391 Laysha Ward 238,502,908 5,411,590 534,704 34,789,391 James M. Whitehurst 238,467,485 5,605,274 376,443 34,789,391 The United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International (the “ALPA”), the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock, which provides the ALPA with the right to elect one member to the Company’s Board of Directors at each annual meeting of stockholders of the Company, elected Captain Brian Noyes at the Annual Meeting to serve as a director of the Company for a term expiring at the annual meeting of stockholders in 2027 and until his successor has been elected and qualified or his earlier death, resignation or removal. The International Association of Machinists and Aerospace Workers (the “IAM”), the sole holder of the Company’s Class IAM Junior Preferred Stock, which provides the IAM with the right to elect one member to the Company’s Board of Directors at each annual meeting of stockholders of the Company, elected Richard Johnsen at the Annual Meeting to serve as a director of the Company for a term expiring at the annual meeting of stockholders in 2027 and until his successor has been elected and qualified or his earlier death, resignation or removal. Item 2 - Ratification of Appointment of Independent Registered Public Accounting Firm . The Company’s stockholders ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026 based upon the votes set forth in the table below: For Against Abstain 274,851,843 3,727,562 659,188 Item 3 - Advisory Vote to Approve Executive Compensation . The Company’s stockholders approved a nonbinding, advisory resolution approving the compensation of the Company’s named executive officers, as set forth in the Proxy Statement, based upon the votes set forth in the table below: For Against Abstain Broker Non-Votes 229,976,500 13,999,639 473,063 34,789,391 Item 4 – Stockholder Proposal Regarding Shareholder Right to Act by Written Consent . The Company’s stockholders did not approve a stockholder proposal requesting the ability for shareholders to act by written consent, based upon the votes set forth in the table below: For Against Abstain Broker Non-Votes 94,123,936 143,564,484 6,760,782 34,789,391 The above items are described in more detail in the Company’s Proxy Statement. 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 Date: May 22, 2026