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 fill any vacancies in such directorship. As
previously disclosed, Captain Michael Hamilton, who occupied the ALPA-MEC
director position on the Board since March 2022, resigned as the chairperson of
the ALPA-MEC in December 2022 and, accordingly, resigned from the Board.
On January 24, 2023, ALPA designated Captain Garth Thompson to fill the vacancy
resulting from Captain Hamilton's departure, effective immediately. At this
time, the Board has not yet designated any committees of the Board upon which
Captain Thompson will serve. As a director elected by a class of stock other
than the Company's common stock, Captain Thompson 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
"2021 Director Compensation" in the Company's definitive proxy statement for its
2022 Annual Meeting of Stockholders held on May 25, 2022 filed with the
Securities and Exchange Commission on April 14, 2022.
Other than pursuant to the rights of the ALPA-MEC described above, there were no
arrangements or understandings between Captain Thompson 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 Thompson that would be reportable under Item 404(a) of
Regulation S-K.
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