01—Abstract
Summary
Summary of the 8-K filed January 22, 2024. Cited figures are marked; the original filing is the authoritative source.
United Airlines Holdings, Inc. filed this Form 8-K on January 22, 2024 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).
The filing reports a board change tied to the Air Line Pilots Association, International's Master Executive Council (ALPA-MEC), which holds the right under the company's Amended and Restated Certificate of Incorporation to elect, remove, and replace one director through its Class Pilot MEC Junior Preferred Stock. Captain Garth Thompson, who had served as the ALPA-MEC director since January 24, 2023, notified the company on December 21, 2023 that he would resign from the Board effective February 27, 2024. On January 16, 2024, the ALPA-MEC designated Captain Anne Worster to fill the resulting vacancy, effective February 27, 2024.
The Board has not yet assigned Captain Worster to any committees. The filing states that Captain Worster, as a director elected by a class of stock other than common stock, will receive no cash or equity director compensation, but will receive certain travel and charitable contribution benefits described in the 2023 proxy statement.
The filing also states there are no related party transactions reportable under Item 404(a) of Regulation S-K and no arrangements beyond the ALPA-MEC's rights. The change is governance-related and does not contain financial results.
02—Key points
Key Highlights
- Item 5.02 filing dated January 22, 2024, covering a board of directors change
- Captain Garth Thompson's ALPA-MEC director seat becomes vacant upon his resignation effective February 27, 2024
- Captain Anne Worster designated by ALPA-MEC on January 16, 2024 to fill the vacancy, effective February 27, 2024
- ALPA-MEC holds the right under the certificate of incorporation (Part II, Section 8.1) to elect, remove, and fill vacancies for one director, held through Class Pilot MEC Junior Preferred Stock
- Board has not yet designated committees for Captain Worster
- Captain Worster receives no cash or equity director compensation, only certain travel and charitable contribution benefits
- No related party transactions with Captain Worster reportable under Item 404(a) of Regulation S-K
03—Questions
Frequently Asked Questions
Who is replacing Captain Garth Thompson on the Board?
The ALPA-MEC designated Captain Anne Worster on January 16, 2024 to fill the vacancy created by Captain Thompson's resignation, effective February 27, 2024.
Why does the ALPA-MEC have the right to choose this director?
Under Part II, Section 8.1 of the Amended and Restated Certificate of Incorporation, the ALPA-MEC, as holder of the Class Pilot MEC Junior Preferred Stock, may elect one director at each annual meeting, remove that director with or without cause, and fill any vacancies.
Will Captain Worster receive director compensation?
No cash or equity compensation, because she is a director elected by a class of stock other than common stock. She will receive certain travel and charitable contribution benefits described in the 2022 Director Compensation section of the 2023 proxy statement.
Does the filing disclose any related party transactions or special arrangements?
The filing states there were no arrangements or understandings with other persons regarding her appointment beyond the ALPA-MEC's rights, and no related party transactions reportable under Item 404(a) of Regulation S-K since the beginning of the last fiscal year.
Does Captain Worster have committee assignments yet?
Not at this time. The filing states the Board has not yet designated any committees on which Captain Worster will serve.
04—Continue