WHEELS UP EXPERIENCE INC. Item 5.07 Submission of Matters to a Vote of Security Holders
The 2022 Annual Meeting of Stockholders (the "Annual Meeting") of
Proxies for the meeting were solicited pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as amended. At the Annual Meeting, the
Company's stockholders voted on three proposals. The proposals are described in
detail in the Company's Proxy Statement on Schedule 14A, which was filed with
the
Present at the Annual Meeting in person or by proxy were holders representing 180,005,210 shares of the Company's Class A common stock, representing approximately 73.7% of the eligible votes, constituting a quorum. A brief description and the final vote results for the proposals follow.
1. To elect three Class I directors on the Company's Board of Directors (the
"Board") until the 2025 Annual Meeting of Stockholders or until their
successors are duly elected and qualified.
Nominee Votes For Withheld Broker Non-Votes
As a result, each nominee was elected to serve as a director for a term expiring at the 2025 Annual Meeting of Stockholders or until their successors are elected and qualified.
2. To vote on a non-binding, advisory proposal on the frequency of holding future
votes regarding executive compensation.
One Year Two Years Three Years Abstentions
132,657,528 343,566 201,598 414,254
Based on the results of the vote, and consistent with the Board's recommendation, the Board has determined to hold a non-binding advisory vote regarding executive compensation every year until the next required non-binding advisory vote on the frequency of holding future votes regarding executive compensation.
3. To ratify the appointment of
registered public accounting firm for the year ending December 31, 2022 .
Votes For Votes Against Abstentions
179,221,775 251,257 532,178
As a result, the Company's stockholders ratified the appointment of
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