Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when UP files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsWheels Up shareholders approve 3.75M share increase to equity compensation plan
Filed June 10, 2026 · Period ending June 9, 2026 · ~1 min read
Key Changes
-
medium
Stockholders approved expanding the 2021 Long-Term Incentive Plan by 3,750,000 shares (post-reverse split) and extending it to 2036, diluting existing holders but providing management tools for talent retention.
Item 5.07: Annual Meeting Results verify on EDGAR → -
medium
Filing references a 1-for-20 reverse stock split that took effect April 24, 2026, typically done to maintain exchange listing requirements or improve share price optics.
Item 5.07: LTIP Amendment verify on EDGAR → -
low
Annual meeting achieved 92.6% quorum with four Class II directors elected to serve until 2029: Andrew Davis, Roger Farah, George Mattson, and Gregory Summe.
Item 5.07: Director Elections verify on EDGAR → -
low
The LTIP amendment passed with approximately 505 million votes in favor versus 2.8 million against, indicating strong shareholder support for expanded equity compensation.
Item 5.07: Voting Results verify on EDGAR →
Summary
Wheels Up Experience Inc. held its annual meeting on June 9, 2026, where stockholders approved a significant expansion of the company's equity compensation program. The amendment to the 2021 Long-Term Incentive Plan increases the share reserve by 3,750,000 shares and extends the plan's life through March 2036.
This represents meaningful dilution for existing shareholders but gives management additional tools to attract and retain talent during what appears to be a challenging period—evidenced by the recent 1-for-20 reverse stock split in April 2026.
The reverse split reference is notable because such actions typically signal compliance pressure from exchange listing requirements or attempts to improve per-share price perception after significant declines. Combined with the need for a substantial equity compensation increase, these moves suggest the company is working to stabilize operations and retain key personnel. Retail investors should monitor whether the expanded equity pool translates into improved operational performance and whether the company can avoid further reverse splits. The next quarterly earnings report will be critical to assess if management's retention efforts are yielding results.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Stockholders approved amendment to 2021 LTIP increasing share reserve by 3,750,000 shares and extending plan termination to 2036.
Added in current filing · verify on EDGAR →
At the Annual Meeting, the Company’s stockholders (the “Stockholders”) voted on a proposal to approve an amendment (the “LTIP Amendment”) to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (as amended by each of Amendment No. 1 thereto, effective April 15, 2024, Amendment No. 2 thereto, effective March 26, 2025, and the LTIP Amendment, the “A&R 2021 LTIP”), to increase the aggregate number of shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), available for awards made under the A&R 2021 LTIP from 3,007,484 (or 60,149,682 shares prior to the Company’s 1-for-20 reverse stock split of the Common Stock that became effective immediately after the close of trading on the New York Stock Exchange on April 24, 2026 (the “Reverse Stock Split”)) to 6,757,484 shares (or 135,149,682 shares prior to the Reverse Stock Split), or an increase of 3,750,000 shares (or 75,000,000 shares prior to the Reverse Stock Split), and extend the termination date of such plan to March 31, 2036.
Stockholders approved an amendment to the company's long-term incentive plan that increases the share reserve by 3,750,000 shares (post-reverse split) and extends the plan's life by ten years to March 31, 2036. This expansion allows the company to grant additional equity compensation to employees and executives, which dilutes existing shareholders but provides tools for talent retention and alignment.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual meeting held June 9, 2026; stockholders elected four directors, approved executive compensation, ratified auditor, and approved LTIP amendment.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Present at the Annual Meeting in person or by proxy were holders representing 547,648,969 shares of Common Stock, or approximately 92.6% of the shares of Common Stock outstanding and entitled to vote at the Annual Meeting, which constituted a quorum.
The annual meeting held June 9, 2026 achieved quorum with 92.6% of outstanding shares represented. Stockholders voted on four proposals including director elections, executive compensation approval, auditor ratification, and a long-term incentive plan amendment.
Event · Item 9.01 — Financial Statements and Exhibits
Wheels Up filed Amendment No. 3 to its 2021 Long-Term Incentive Plan, a routine compensation plan update with no material business impact disclosed.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Amendment No. 3 to Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023, and forms of award agreements thereunder
The company filed the third amendment to its 2021 Long-Term Incentive Plan, which was previously amended and restated on April 1, 2023. The 8-K does not disclose the substance of the changes, only that the amendment and related award agreement forms are attached as exhibits. This is a routine filing for equity compensation plan modifications.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify