Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 6, 2021, the board of directors (the "Board") of United Airlines
Holdings, Inc. (the "Company"), upon the recommendation of the
Nominating/Governance Committee, elected Matthew Friend to serve as a member of
the Board effective immediately for a term continuing to the Company's next
Annual Meeting of Stockholders, when Mr. Friend will be a nominee for election
by stockholders. The size of the Board was increased from 13 directors to 14
directors effective immediately in connection with the election of Mr. Friend.
The Board also determined that Mr. Friend is "independent" under the applicable
standards of The Nasdaq Stock Market and the independence standards adopted by
the Board in the Company's Corporate Governance Guidelines. The Board also
approved the recommendation of the Nominating/Governance Committee of the Board
to assign Mr. Friend to serve as a member of the Audit Committee and the
Compensation Committee of the Board.
There were no arrangements or understandings between Mr. Friend and any other
persons pursuant to which he was elected to the Board, and since the beginning
of the last fiscal year, there have been no related party transactions between
the Company and Mr. Friend that would be reportable under Item 404(a) of
Regulation S-K.
Mr. Friend will receive compensation for his service as a non-employee director
on the Board in accordance with the Company's standard compensatory arrangement
for non-employee directors, subject to proration to reflect the commencement
date of his service on the Board. The non-employee director compensation program
is described under the caption "2020 Director Compensation" in the Company's
definitive proxy statement for its 2021 Annual Meeting of Stockholders held on
May 26, 2021 filed with the Securities and Exchange Commission on April 15,
2021.
Item 7.01 Regulation FD Disclosure.
On December 6, 2021, the Company issued a press release regarding Mr. Friend's
appointment to the Board. The press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The information in this Item 7.01 is being furnished and shall not be deemed to
be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section, and shall not
be deemed incorporated by reference into any registration statement or other
document filed pursuant to the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Press release of United Airlines Holdings, Inc. dated December 6, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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