01—Abstract
Summary
Summary of the 8-K filed February 28, 2024. Cited figures are marked; the original filing is the authoritative source.
United Airlines Holdings, Inc. (Nasdaq: UAL) reported in this Form 8-K dated February 28, 2024 that its Board of Directors elected Rosalind Brewer as a director, effective immediately, with a term running to the Company's next Annual Meeting of Stockholders, at which she will be a nominee for election.
The Board was increased from 13 to 14 directors in connection with the appointment. The Board determined Ms. Brewer is independent under Nasdaq standards and the Company's Corporate Governance Guidelines, and assigned her to the Compensation Committee and the Finance Committee. Ms. Brewer will receive compensation as a non-employee director under the Company's standard arrangement, prorated for her start date.
The filing refers to the 2022 non-employee director compensation program described in the proxy statement for the 2023 Annual Meeting. The filing states there were no arrangements or understandings under which she was elected and no reportable related party transactions since the beginning of the last fiscal year.
The filing also furnishes a press release (Exhibit 99.1) announcing the appointment. The release describes Ms. Brewer's prior roles as President and CEO of Walgreens Boots Alliance, Inc., Chief Operating Officer of Starbucks Corporation, and President and CEO of Sam's Club, a division of Walmart Inc. Item 7.01 information is furnished rather than filed.
02—Key points
Key Highlights
- Rosalind Brewer was elected to the Board effective February 28, 2024, with her term continuing to the next Annual Meeting of Stockholders.
- The Board size increased from 13 to 14 directors effective immediately.
- The Board determined Ms. Brewer is independent under Nasdaq and Company Corporate Governance Guidelines standards.
- Ms. Brewer was assigned to the Compensation Committee and the Finance Committee.
- Ms. Brewer will receive standard non-employee director compensation, prorated for her start date.
- Prior roles cited in the press release include President and CEO of Walgreens Boots Alliance, COO of Starbucks, and President and CEO of Sam's Club.
- The filing states there were no related party transactions reportable under Item 404(a) of Regulation S-K.
03—Questions
Frequently Asked Questions
Who was appointed to the United Airlines Holdings board?
Rosalind (Roz) Brewer was elected to the Board of Directors effective February 28, 2024, and will be a nominee for election by stockholders at the next Annual Meeting.
Is the new director considered independent?
Yes. The Board determined that Ms. Brewer is independent under the applicable Nasdaq Stock Market standards and the independence standards in the Company's Corporate Governance Guidelines.
What committees will Ms. Brewer serve on?
The Board assigned her to serve on the Compensation Committee and the Finance Committee.
How will Ms. Brewer be compensated?
She will receive compensation as a non-employee director under the Company's standard arrangement, subject to proration to reflect her start date. The filing refers to the 2022 non-employee director compensation program described in the 2023 proxy statement.
Does the appointment involve any undisclosed arrangements or related party dealings?
The filing states there were no arrangements or understandings between Ms. Brewer and any other persons under which she was elected, and no related party transactions since the beginning of the last fiscal year that would require disclosure under Item 404(a) of Regulation S-K.
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