Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to Part II, Section 8.1 of the Amended and Restated Certificate of
Incorporation of United Airlines Holdings, Inc. (the "Company"), the United
Airlines Pilots Master Executive Council of the Air Lines Pilots Association,
International ("ALPA-MEC"), the holder of the Company's Class Pilot MEC Junior
Preferred Stock, has the right to elect one member to the Company's Board of
Directors (the "Board") at each annual meeting of stockholders, remove such
director with or without cause and to fill any vacancies in such directorship.
Captain Todd M. Insler has occupied the ALPA-MEC director position on the Board
since 2016. On March 3, 2022, ALPA notified the Company that Captain Insler had
reached the end of his third and final term as ALPA-MEC chair on March 1, 2022
and would leave the Board effective immediately. Captain Insler's departure was
not due to any disagreement with the Company on any matter relating to the
Company's operations, policies or practices. The Company thanks Captain Insler
for his Board service and for his significant contributions to the Company.
The ALPA-MEC also notified the Company that the ALPA-MEC has designated Captain
Michael Hamilton to fill the vacancy resulting from Captain Insler's departure,
effective March 3, 2022. At this time, the Board has not yet designated any
committees upon which Captain Hamilton will serve.
Other than pursuant to the rights of the ALPA-MEC described above, there were no
arrangements or understandings between Captain Hamilton and any other persons
pursuant to which he was appointed to the Board, and since the beginning of the
last fiscal year, there have been no related party transactions between the
Company and Captain Hamilton that would be reportable under Item 404(a) of
Regulation S-K.
As a director elected by a class of stock other than our common stock, Captain
Hamilton will not be entitled to receive any cash or equity compensation from
the Company as a director but will be entitled to receive certain travel and
charitable contribution benefits related to service as a director. For a
description of such travel benefits, see "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.
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