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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 21, 2023

 

UNITED AIRLINES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-06033   36-2675207
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification Number)

 

233 S. Wacker Drive, Chicago, IL   60606
(Address of principal executive offices)   (Zip Code)

 

(872) 825-4000

Registrant’s telephone number, including area code 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Registrant   Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered 
United Airlines Holdings, Inc.  Common Stock, $0.01 par value  UAL  The Nasdaq Stock Market LLC
United Airlines Holdings, Inc.  Preferred Stock Purchase Rights  None  The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

   

 

 

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, par value $0.01 per share, has the right to elect one director to the Company’s Board of Directors (the “Board”) at each annual meeting of stockholders, to remove such director with or without cause and to fill any vacancies in such directorship.

 

Captain Garth Thompson has occupied the ALPA-MEC director position on the Board since January 24, 2023. On December 21, 2023, Captain Thompson notified the Company that he would resign from the Board on February 29, 2024, following the conclusion of his term as the master chair of the ALPA-MEC. Captain Thompson’s departure is not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company thanks Captain Thompson for his Board service.

 

As of the date of this Current Report on Form 8-K, the ALPA-MEC has not notified the Company whom it will designate to fill the vacancy that will be created by Captain Thompson’s resignation.

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

UNITED AIRLINES HOLDINGS, INC.  
   
By: /s/ Robert S. Rivkin  
Name: Robert S. Rivkin  
Title: Senior Vice President, Chief Legal Officer and General Counsel  

 

Date: December 28, 2023