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United Airlines (NASDAQ: UAL) investors approve board slate, auditor and pay

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(Moderate)
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8-K

Rhea-AI Filing Summary

United Airlines Holdings, Inc. reported the results of its annual meeting of stockholders held on May 19, 2026. Stockholders elected 11 board-nominated directors to terms expiring at the 2027 annual meeting, with each nominee receiving over 225 million votes in favor.

The pilots’ and machinists’ unions each used their special preferred stock to elect one director, adding Captain Brian Noyes and Richard Johnsen to the board for terms through 2027. Stockholders also ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.

In an advisory vote, stockholders approved the company’s executive compensation program. A separate stockholder proposal seeking to allow shareholders to act by written consent did not pass, as votes against substantially exceeded votes in favor.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for auditor ratification 274,851,843 votes Ernst & Young LLP ratified for fiscal year ending December 31, 2026
Votes for executive compensation 229,976,500 votes Advisory approval of named executive officer compensation
Votes against written consent proposal 143,564,484 votes Stockholder proposal on shareholder right to act by written consent
Broker non-votes on executive pay 34,789,391 votes Non-voted shares on advisory compensation resolution
Votes for director Rosalind Brewer 242,266,849 votes Election to United Airlines board, term expiring at 2027 annual meeting
Votes for director J. Scott Kirby 242,054,988 votes Election to United Airlines board, term expiring at 2027 annual meeting
broker non-votes financial
"Broker Non-Votes | ------------------------------------------------------ 229,976,500 ... 34,789,391"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote to approve executive compensation financial
"Item 3 - Advisory Vote to Approve Executive Compensation."
Class Pilot MEC Junior Preferred Stock financial
"sole holder of the Company’s Class Pilot MEC Junior Preferred Stock, which provides the ALPA with the right to elect one member"
Class IAM Junior Preferred Stock financial
"sole holder of the Company’s Class IAM Junior Preferred Stock, which provides the IAM with the right to elect one member"
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 19, 2026

 

UNITED AIRLINES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-06033   36-2675207
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification Number)

 

233 S. Wacker Drive, Chicago, IL   60606
(Address of principal executive offices)   (Zip Code)

 

(872) 825-4000

 

Registrant’s telephone number, including area code

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Registrant   Title of Each Class   Trading
Symbol		   Name of Each Exchange
on Which Registered 
United Airlines Holdings, Inc.  Common Stock, $0.01 par value  UAL  The Nasdaq Stock Market LLC
United Airlines Holdings, Inc.  Preferred Stock Purchase Rights  None  The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

(a) The Company held its Annual Meeting on May 19, 2026.

 

(b) The matters submitted to a vote at the Annual Meeting and the voting results of such matters are as follows:

 

Item 1 - Election of Directors. Holders of the Company’s common stock elected each of the 11 directors nominated by the Company’s Board of Directors to serve as directors of the Company, each for a term expiring at the annual meeting of stockholders in 2027 and until his or her successor has been elected and qualified or his or her earlier death, resignation or removal, based upon the votes set forth in the table below:

 

Name of Nominee  For   Against   Abstain   Broker
Non-Votes		 
Rosalind Brewer   242,266,849    1,840,803    341,550    34,789,391 
Michelle Freyre   239,934,050    4,168,916    346,236    34,789,391 
Matthew Friend   242,317,553    1,763,163    368,486    34,789,391 
Barney Harford   239,276,014    4,775,255    397,933    34,789,391 
Michele J. Hooper   240,402,186    3,575,071    471,945    34,789,391 
Walter Isaacson   237,664,489    6,420,147    364,566    34,789,391 
J. Scott Kirby   242,054,988    2,093,592    300,622    34,789,391 
Edward M. Philip   225,329,969    18,759,897    359,336    34,789,391 
Edward L. Shapiro   241,640,350    2,416,452    392,400    34,789,391 
Laysha Ward   238,502,908    5,411,590    534,704    34,789,391 
James M. Whitehurst   238,467,485    5,605,274    376,443    34,789,391 

 

The United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International (the “ALPA”), the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock, which provides the ALPA with the right to elect one member to the Company’s Board of Directors at each annual meeting of stockholders of the Company, elected Captain Brian Noyes at the Annual Meeting to serve as a director of the Company for a term expiring at the annual meeting of stockholders in 2027 and until his successor has been elected and qualified or his earlier death, resignation or removal.

 

The International Association of Machinists and Aerospace Workers (the “IAM”), the sole holder of the Company’s Class IAM Junior Preferred Stock, which provides the IAM with the right to elect one member to the Company’s Board of Directors at each annual meeting of stockholders of the Company, elected Richard Johnsen at the Annual Meeting to serve as a director of the Company for a term expiring at the annual meeting of stockholders in 2027 and until his successor has been elected and qualified or his earlier death, resignation or removal.

 

Item 2 - Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026 based upon the votes set forth in the table below:

 

For  Against  Abstain 
274,851,843   3,727,562   659,188 

 

Item 3 - Advisory Vote to Approve Executive Compensation. The Company’s stockholders approved a nonbinding, advisory resolution approving the compensation of the Company’s named executive officers, as set forth in the Proxy Statement, based upon the votes set forth in the table below:

 

For  Against  Abstain  Broker Non-Votes 
229,976,500   13,999,639   473,063   34,789,391 

 

Item 4 – Stockholder Proposal Regarding Shareholder Right to Act by Written Consent. The Company’s stockholders did not approve a stockholder proposal requesting the ability for shareholders to act by written consent, based upon the votes set forth in the table below:

 

For  Against  Abstain  Broker Non-Votes 
94,123,936   143,564,484   6,760,782   34,789,391 

 

The above items are described in more detail in the Company’s Proxy Statement.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

UNITED AIRLINES HOLDINGS, INC.  
   
By: /s/ Robert S. Rivkin  
Name: Robert S. Rivkin  
Title: Senior Vice President & Chief Legal Officer  

 

Date: May 22, 2026

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did United Airlines (UAL) stockholders decide at the 2026 annual meeting?

United Airlines stockholders elected 11 board-nominated directors to serve until 2027 and ratified Ernst & Young LLP as auditor for 2026. They also approved the executive compensation program but rejected a proposal to allow shareholder action by written consent.

How did United Airlines (UAL) vote on executive compensation in 2026?

Stockholders approved United Airlines’ executive compensation in a nonbinding advisory vote, with 229,976,500 votes for, 13,999,639 against, and 473,063 abstentions. There were also 34,789,391 broker non-votes, reflecting shares not voted on this specific compensation resolution.

Which directors were elected to the United Airlines (UAL) board in 2026?

Stockholders elected 11 nominees, including J. Scott Kirby and Rosalind Brewer, each receiving more than 225 million votes for. In addition, the pilots’ and machinists’ unions elected Captain Brian Noyes and Richard Johnsen, respectively, using their special junior preferred stock rights.

Who is United Airlines’ (UAL) independent auditor for fiscal year 2026?

Ernst & Young LLP was ratified as United Airlines’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 274,851,843 votes for, 3,727,562 votes against, and 659,188 abstentions from stockholders.

How do unions participate in United Airlines (UAL) board elections?

The Air Line Pilots Association and the International Association of Machinists each hold a special junior preferred stock class. These shares give them the right to elect one director at each annual meeting, leading to the elections of Captain Brian Noyes and Richard Johnsen in 2026.

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