Item 5.02. Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
On February 28, 2022, Wheels Up Experience Inc. (the "Company") announced that
on February 24, 2022, Eric Phillips resigned from the Board of Directors (the
"Board") of the Company, effective as of such date (the "Effective Date"). The
Company expresses gratitude to Mr. Phillips' contributions to the Board and the
Company. The departure of Mr. Phillips is not related to any disagreement with
the Company or the Board regarding any matter related to the Company's
operations, policies or practices.
On the Effective Date, the Board determined, effective as of the Effective Date,
to appoint Dwight James to serve as a Class I member of the Board, as well as a
member of the Safety and Security Committee of the Board. Mr. James was
designated to the Board pursuant to a letter agreement dated February 1, 2021
(the "Rights Letter"), by and among, Wheels Up Partners Holdings LLC, Delta Air
Lines, Inc. ("Delta") and Aspirational Consumer Lifestyle Corp.
("Aspirational"), the Company's predecessor. Pursuant to the Rights Letter,
subject to certain conditions, Delta was entitled to designate two members of
our Board at the closing of the Company's business combination with Aspirational
(the "Closing"), and to thereafter nominate (and if such director is not
elected, to appoint, subject to certain limitations) two directors to the Board,
with one such individual to serve as a Class I director and the other to serve
as a Class III director. Directors designated by Delta do not receive any
compensation for their service as directors. If Delta ceases to own at least 50%
of the shares of Wheels Up Class A common stock, $0.0001 par value (the "Common
Stock") that it owns as of the Closing, Delta will no longer have the right to
nominate (or appoint, if applicable) one such director. If Delta ceases to own
at least 25% of the shares of Common Stock that it owns as of the Closing, Delta
will no longer have any nomination (or appointment) rights as it relates to our
Board.
Mr. James is Senior Vice President - Customer Engagement & Loyalty at Delta,
responsible for the company's digital strategy and loyalty programs, and serves
as the CEO of Delta Vacations, a wholly owned global subsidiary of Delta. Since
2009, he has held roles of increasing responsibility at Delta, including as
Senior Vice President - Pricing & Revenue Management, Senior Vice President -
International Pricing & Revenue Management and Senior Vice President -
Transatlantic. Prior to joining Delta, Mr. James served in several roles with
The Home Depot, Inc., including in corporate strategy, business development and
M&A. Mr. James also serves on the Board of Directors of Floor & Décor Holdings,
Inc. (NYSE: FND), a specialty retailer and commercial flooring distributor of
hard surface flooring and related accessories. Mr. James earned his B.A. in
Business Administration from Morehouse College and MBA from Duke University -
The Fuqua School of Business.
There are no transactions between Mr. James and the Company that would require
disclosure under Item 404(a) of Regulation S-K. The description of certain
relationships and related transactions between the Company and Delta is included
in the final prospectus and definitive proxy statement, dated June 23, 2021 and
filed by the Company with the Securities and Exchange Commission on June 23,
2021 in the subsections entitled "Delta Equity Purchase Agreement," "Commercial
Arrangements with Delta," "Delta Subleases," and "Delta Investor Rights Letter"
under the section entitled "Certain Relationships and Related Person
Transactions-WUP" beginning on page 300, which is incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.
On February 28, 2022, the Company issued a press release announcing the
appointment of Mr. James to the Board and related matters. A copy of the press
release is furnished as Exhibit 99.1 hereto and incorporated by reference
herein. The information in Item 7.01 of this Current Report on Form 8-K and
Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as may be expressly set forth by specific reference in such
filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release, dated February 28, 2022
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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