Wheels Up (NYSE: UP) shareholders back plan expansion and all 2026 proposals
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Wheels Up Experience Inc. reported results from its 2026 Annual Meeting of Stockholders held on June 9, 2026. Stockholders approved an amendment to the 2021 Long-Term Incentive Plan, increasing the Class A common stock available for awards from 3,007,484 to 6,757,484 shares and extending the plan’s termination date to March 31, 2036. All four Class II director nominees were elected to serve until the 2029 annual meeting, and stockholders approved, on a non-binding basis, executive compensation for 2025. They also ratified, on a non-binding basis, the appointment of Grant Thornton LLP as independent registered public accounting firm for 2026. About 92.6% of shares outstanding and entitled to vote were represented, providing a strong quorum.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
LTIP shares before amendment: 3,007,484 shares
LTIP shares after amendment: 6,757,484 shares
Increase in LTIP share pool: 3,750,000 shares
+5 more
8 metrics
LTIP shares before amendment
3,007,484 shares
Class A common stock available under 2021 LTIP before amendment
LTIP shares after amendment
6,757,484 shares
Class A common stock available under 2021 LTIP after amendment
Increase in LTIP share pool
3,750,000 shares
Additional Class A shares authorized for awards under A&R 2021 LTIP
Plan termination date
March 31, 2036
Extended termination date of A&R 2021 Long-Term Incentive Plan
Shares represented at meeting
547,648,969 shares
Shares of Common Stock present in person or by proxy at 2026 Annual Meeting
Participation rate
92.6%
Percentage of outstanding Common Stock entitled to vote represented at meeting
Say-on-pay support
504,699,609 votes for
Advisory vote approving 2025 named executive officer compensation
Auditor ratification votes for
544,018,799
Votes for ratifying Grant Thornton LLP as 2026 independent auditor
Key Terms
Long-Term Incentive Plan, reverse stock split, broker non-votes, non-binding, advisory vote, +1 more
5 terms
Long-Term Incentive Plan financial
"to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
reverse stock split financial
"prior to the Company’s 1-for-20 reverse stock split of the Common Stock"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
broker non-votes financial
"Nominee | Votes For | Withheld | Broker Non-Votes"
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.
non-binding, advisory vote financial
"The Stockholders voted to approve the non-binding, advisory vote to approve named executive officer compensation"
independent registered public accounting firm financial
"the appointment of Grant Thornton LLP 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.
FAQ
What did Wheels Up (UP) stockholders approve at the 2026 Annual Meeting?
Stockholders approved all four proposals, including electing four Class II directors, an advisory say-on-pay vote, ratifying Grant Thornton LLP as auditor for 2026, and amending the 2021 Long-Term Incentive Plan to increase available shares and extend its duration.
How did Wheels Up (UP) change its 2021 Long-Term Incentive Plan?
The company increased shares available for awards under the 2021 Long-Term Incentive Plan from 3,007,484 to 6,757,484 Class A shares and extended the plan’s termination date to March 31, 2036. This expands equity compensation capacity for employees and directors over a longer period.
Were Wheels Up (UP) director nominees elected in 2026?
Yes. Four Class II director nominees—Andrew Davis, Roger Farah, George Mattson, and Gregory Summe—were elected. Each received over 506 million votes for, with relatively small withheld votes and 39,845,045 broker non-votes reported for each director election.
Did Wheels Up (UP) stockholders approve 2025 executive compensation?
Yes. In a non-binding advisory vote on named executive officer compensation for 2025, 504,699,609 votes were cast in favor, 2,937,327 against, and 166,988 abstentions, with 39,845,045 broker non-votes. This indicates broad shareholder support for the company’s compensation program.
Who is Wheels Up’s (UP) independent auditor for 2026?
Stockholders ratified, on a non-binding advisory basis, the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 544,018,799 for, 3,043,148 against, and 587,022 abstentions.