01—Abstract
Summary
Summary of the 8-K filed April 1, 2024. Cited figures are marked; the original filing is the authoritative source.
United Airlines Holdings, Inc. (UAL) filed a Form 8-K on April 1, 2024 reporting two board changes.
The Board, on March 29, 2024, elected Michelle Freyre as a director effective April 1, 2024, increasing the Board size from 14 to 15 directors. She was determined to be independent under Nasdaq and the company's Corporate Governance Guidelines standards and was assigned to the Finance Committee and the Public Responsibility Committee. She will receive standard non-employee director compensation, prorated for her start date, and will stand for election by stockholders at the next Annual Meeting.
The filing also discloses that directors Carolyn Corvi and James A. C. Kennedy notified the Board on March 28 and March 29, 2024, respectively, that they will retire and resign at the end of their current terms, effective as of the 2024 Annual Meeting of Stockholders.
The filing states that neither departure resulted from any disagreement with the company on its operations, policies or practices. The accompanying Exhibit 99.1 is a press release dated April 1, 2024 announcing Freyre's appointment. It describes her background as President, Global Brands, Clinique and Origins at The Estée Lauder Companies, and her prior 20 years at Johnson & Johnson.
The release also notes that Rosalind Brewer was added to the Board earlier in 2024. The information in Item 7.01 is furnished rather than filed.
02—Key points
Key Highlights
- Michelle Freyre elected to the Board effective April 1, 2024; Board size increased from 14 to 15 directors
- Freyre determined independent under Nasdaq and company Corporate Governance Guidelines standards
- Freyre assigned to the Finance Committee and the Public Responsibility Committee
- Carolyn Corvi and James A. C. Kennedy will retire and resign from the Board at the 2024 Annual Meeting of Stockholders
- Company states Corvi and Kennedy departures were not due to any disagreement on operations, policies or practices
- Freyre receives standard non-employee director compensation, prorated for her start date
- Exhibit 99.1 press release describes Freyre's background at The Estée Lauder Companies and Johnson & Johnson
- Rosalind Brewer was added to the Board earlier in 2024, according to the press release
03—Questions
Frequently Asked Questions
Who is joining the United Airlines Board of Directors?
Michelle Freyre was elected by the Board on March 29, 2024 and took her seat effective April 1, 2024. She serves until the next Annual Meeting of Stockholders, when she will be a nominee for election by stockholders. The press release describes her as President, Global Brands, Clinique and Origins at The Estée Lauder Companies.
Does the board change affect the number of directors?
Yes. The Board size was increased from 14 directors to 15 directors in connection with Freyre's election.
Why are Carolyn Corvi and James A. C. Kennedy leaving the Board?
Corvi and Kennedy notified the Board on March 28 and March 29, 2024, respectively, that they will retire and resign at the end of their current terms, effective as of the 2024 Annual Meeting of Stockholders. The filing states that neither departure is due to any disagreement with the company on its operations, policies or practices.
Does Freyre have any related party transactions or arrangements with the company?
The filing states there were no arrangements or understandings between Freyre and any other persons pursuant to her election, and no related party transactions between the company and Freyre since the beginning of the last fiscal year that would be reportable under Item 404(a) of Regulation S-K.
How will Freyre be compensated?
She will receive compensation as a non-employee director under the company's standard arrangement, subject to proration to reflect her April 1, 2024 start date. The filing refers to the 2022 non-employee director compensation program described in the company's 2023 proxy statement.
04—Continue