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NASDAQ: UAL United Airlines Holdings, Inc. 8-K

United Airlines shareholders elect 13 directors, ratify auditor and executive pay

Filed May 22, 2026 · Period ending May 19, 2026 · ~1 min read

4 key changes 1 section

Key Changes

  • low

    All 11 common-stock-elected directors won with 92.3%–99.2% support; Edward M. Philip received lowest approval at 92.3% (225.3M for, 18.8M against).

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Pilots' union (ALPA) and machinists' union (IAM) each elected one board member via special preferred stock, bringing total board to 13.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Ernst & Young ratified as auditor for 2026 with 98.7% support (274.9M for, 3.7M against).

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Say-on-pay passed with 94.3% approval (230.0M for, 14.0M against); shareholder proposal on written consent defeated 60.4% to 38.6%.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

United Airlines held its 2026 annual meeting on May 19, reporting routine outcomes across all voting items. The 11 directors nominated by the board were elected with strong support ranging from 92.3% to 99.2% of votes cast.

Two additional directors—Captain Brian Noyes and Richard Johnsen—were elected by the pilots' and machinists' unions respectively, exercising rights granted under special preferred stock that gives labor direct board representation. This brings the total board to 13 members, all serving one-year terms through the 2027 meeting.

Shareholders ratified Ernst & Young as the 2026 auditor (98.7% approval) and approved executive compensation on an advisory basis (94.3% support). A shareholder proposal seeking the right to act by written consent was defeated 60.4% to 38.6%, consistent with the board's recommendation against the governance change. All results reflect normal approval levels for an uncontested annual meeting with no material governance concerns.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~800 words

United Airlines held its 2026 annual meeting, electing 13 directors and ratifying auditor and executive compensation with routine support.

3 Added
Show 3 minor / wording changes
Added Director elections low

Added in current filing · verify on EDGAR →

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

All 11 common-stock-elected directors received strong support, with votes-for ranging from 92.3% to 99.2% of votes cast. Edward M. Philip received the lowest support at 92.3% (225,329,969 for vs. 18,759,897 against), while Matthew Friend received the highest at 99.2%. The remaining directors received between 97.1% and 99.1% support. All directors were elected for one-year terms expiring at the 2027 annual meeting.

Added Union-elected directors low

Added in current filing · verify on EDGAR →

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.

Two additional directors were elected by union representatives holding special preferred stock: Captain Brian Noyes by the pilots' union (ALPA) and Richard Johnsen by the machinists' union (IAM). These seats reflect United's governance structure giving labor unions direct board representation, bringing total board size to 13 directors.

Added Shareholder proposal on written consent low

Added in current filing · verify on EDGAR →

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

A shareholder proposal seeking the right for shareholders to act by written consent was defeated, with 60.4% voting against (143,564,484) and 38.6% voting for (94,123,936). The board had recommended voting against this governance change, and shareholders followed that recommendation.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify