01—Abstract
Summary
Summary of the 8-K filed May 28, 2025. Cited figures are marked; the original filing is the authoritative source.
United Airlines Holdings, Inc. filed this Form 8-K on May 28, 2025 to report the voting results of its Annual Meeting of stockholders, held May 21, 2025.
The filing covers no financial results, guidance, or transactions; its content is limited to shareholder votes on governance and compensation matters, which are described in more detail in the Company's Proxy Statement. Stockholders elected all 11 directors nominated by the Board to serve until the 2026 annual meeting. Vote counts for each nominee were broadly favorable, with Edward M.
Philip receiving the most against votes (20,634,698) among the nominees. In addition, the ALPA elected Captain Brian Noyes and the IAM elected Richard Johnsen as directors through their respective junior preferred stock rights, each for a term expiring in 2026. Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025 (274,839,861 for, 3,680,789 against, 713,150 abstain).
They approved, on an advisory basis, the compensation of the named executive officers (209,197,421 for, 33,198,371 against, 468,462 abstain). They did not approve a stockholder proposal to eliminate the one-year holding requirement for calling special meetings (43,763,344 for, 192,439,319 against, 6,661,591 abstain).
02—Key points
Key Highlights
- Annual Meeting held May 21, 2025; all 11 Board nominees elected to terms expiring at the 2026 annual meeting.
- ALPA-elected director Captain Brian Noyes and IAM-elected director Richard Johnsen were elected under their junior preferred stock rights.
- Ernst & Young LLP ratified as independent registered public accounting firm for fiscal year ending December 31, 2025, with 274,839,861 votes for.
- Advisory say-on-pay vote approved named executive officer compensation, with 209,197,421 votes for and 33,198,371 against.
- Stockholder proposal to remove the one-year stock ownership requirement for calling special meetings was not approved (192,439,319 against; 43,763,344 for).
- Edward M. Philip received the highest number of against votes among director nominees (20,634,698).
03—Questions
Frequently Asked Questions
What matters did stockholders vote on at the 2025 Annual Meeting?
Stockholders voted on the election of 11 directors, ratification of Ernst & Young LLP as the independent registered public accounting firm for 2025, an advisory vote on executive compensation, and a stockholder proposal regarding the one-year stock ownership requirement for calling special meetings.
Was the executive compensation proposal approved?
Yes. The nonbinding advisory resolution on named executive officer compensation was approved, with 209,197,421 votes for, 33,198,371 against, 468,462 abstentions, and 36,369,546 broker non-votes.
Did stockholders approve the special meeting proposal?
No. The stockholder proposal to eliminate the one-year stock ownership holding period for requesting a special meeting was not approved, receiving 43,763,344 votes for and 192,439,319 against, with 6,661,591 abstentions.
Who are the two directors elected through preferred stock rights?
Captain Brian Noyes was elected by the ALPA, the sole holder of the Class Pilot MEC Junior Preferred Stock, and Richard Johnsen was elected by the IAM, the sole holder of the Class IAM Junior Preferred Stock. Both serve terms expiring at the 2026 annual meeting.
Where can investors find more detail on these matters?
The filing states that the items are described in more detail in the Company's Proxy Statement.
04—Continue