01—Abstract
Summary
Summary of the 8-K filed May 22, 2026. Cited figures are marked; the original filing is the authoritative source.
United Airlines Holdings, Inc. filed this Form 8-K on May 22, 2026 to report the results of its Annual Meeting of stockholders, held May 19, 2026.
The filing covers four proposals: the election of directors, ratification of the auditor, an advisory vote on executive compensation, and a stockholder proposal on the right to act by written consent. All 11 director nominees were elected to terms expiring at the 2027 annual meeting. Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved the named executive officer compensation in a nonbinding advisory vote.
The stockholder proposal on acting by written consent was not approved. It received 94,123,936 votes for, 143,564,484 against, and 6,760,782 abstentions, with 34,789,391 broker non-votes.
Captain Brian Noyes and Richard Johnsen were also elected to the Board by the ALPA and IAM, respectively, under their junior preferred stock rights, each for a term expiring in 2027. The filing states that the proposals are described in more detail in the Company's Proxy Statement.
02—Key points
Key Highlights
- Annual Meeting held May 19, 2026; all 11 Board nominees elected to terms expiring at the 2027 annual meeting.
- Ernst & Young LLP ratified as independent registered public accounting firm for fiscal year ending December 31, 2026, with 274,851,843 votes for and 3,727,562 against.
- Advisory vote approving named executive officer compensation passed, with 229,976,500 votes for and 13,999,639 against.
- Stockholder proposal to allow shareholders to act by written consent was not approved: 94,123,936 for and 143,564,484 against.
- Edward M. Philip received the lowest support among directors, with 225,329,969 votes for and 18,759,897 against.
- ALPA elected Captain Brian Noyes and the IAM elected Richard Johnsen to the Board under their junior preferred stock rights, each for a term expiring in 2027.
- Robert S. Rivkin, Senior Vice President & Chief Legal Officer, signed the report on behalf of the Company.
03—Questions
Frequently Asked Questions
Who was elected to the Board of Directors at the May 19, 2026 Annual Meeting?
Stockholders elected 11 nominees named by the Board: Rosalind Brewer, Michelle Freyre, Matthew Friend, Barney Harford, Michele J. Hooper, Walter Isaacson, J. Scott Kirby, Edward M. Philip, Edward L. Shapiro, Laysha Ward, and James M. Whitehurst. ALPA and IAM also elected Captain Brian Noyes and Richard Johnsen, respectively. All serve terms expiring at the 2027 annual meeting.
Did stockholders approve the auditor for 2026?
Yes. Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 274,851,843 votes for, 3,727,562 against, and 659,188 abstentions.
How did stockholders vote on executive compensation?
Stockholders approved the nonbinding advisory resolution on named executive officer compensation, as set forth in the Proxy Statement. The vote was 229,976,500 for, 13,999,639 against, 473,063 abstentions, and 34,789,391 broker non-votes.
Why did the stockholder proposal on written consent fail?
The proposal to let shareholders act by written consent was not approved. It received 94,123,936 votes for and 143,564,484 against, with 6,760,782 abstentions and 34,789,391 broker non-votes. The filing does not state the reasons for the outcome; the Proxy Statement is referenced for further detail.
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