UNITED CONTINENTAL HOLDINGS, INC. (NYSE:UAL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May24, 2017, United Continental Holdings, Inc. (the Company)
held its 2017 Annual Meeting of Stockholders (the Annual
Meeting). At the Annual Meeting, the Companys stockholders
approved the United Continental Holdings, Inc. 2017 Incentive
Compensation Plan (the 2017 Plan), which had been previously
approved by the Companys Board of Directors (the Board), subject
to stockholder approval. The 2017 Plan will replace the United
Continental Holdings, Inc. 2008 Incentive Compensation Plan.
The following paragraphs provide a summary of certain terms of
the 2017 Plan. The 2017 Plan is set forth in its entirety as
Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The purpose of the 2017 Plan is to promote the interests of the
Company and its stockholders by: (i) aligning the interests of
the Companys stockholders and award recipients by increasing the
proprietary interest of such recipients in the Companys growth
and success; (ii) providing opportunities to link compensation of
award recipients to the Companys short-term and/or long-term
performance; and (iii) attracting, retaining and rewarding
officers and employees (including prospective officers and
employees) through compensation opportunities designed to
motivate such persons to act in the best interests of the Company
and its stockholders.
Under the 2017 Plan, the Company may grant: (i)non-qualified
stock options; (ii)incentive stock options (within the meaning of
Section422 of the Internal Revenue Code); (iii)stock appreciation
rights (SARs); (iv)restricted shares; (v) restricted share units;
(vi)performance compensation awards; (vii) performance units;
(viii) cash incentive awards; and (ix) other equity-based or
equity-related awards. Subject to the terms and conditions of the
2017 Plan, the number of shares authorized for awards under the
2017 Plan is 10,000,000.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
The proposals submitted to the stockholders at the Annual Meeting
were as follows:
| Proposal 1 the election of the nominees to the Board; |
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Proposal 2 the ratification of the appointment of Ernst Young LLP as the independent registered public accounting firm of the Company and its subsidiaries for the fiscal year ending December31, 2017; |
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Proposal 3 an advisory vote to approve the compensation of the Companys named executive officers, as presented in the Companys definitive proxy statement; |
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Proposal 4 an advisory vote to approve the frequency of future advisory votes on the compensation of the Companys named executive officers; and |
| Proposal 5 approval of the 2017 Plan. |
Each proposal is described in detail in the Companys definitive
proxy statement, which was filed with the Securities and Exchange
Commission on April21, 2017.
At the Annual Meeting, the Companys stockholders elected each
director nominee to the Board and ratified the appointment of
Ernst Young LLP as the independent registered public accounting
firm of the Company and its subsidiaries for the fiscal year
ending December31, 2017. The stockholders approved, in advisory
and non-binding votes, the compensation of the Companys named
executive officers, as presented in the Companys definitive proxy
statement, and an annual vote frequency of future advisory votes
on the compensation of the Companys named executive officers. The
stockholders also approved the 2017 Plan. The final voting
results for each proposal, including the number of votes cast for
and against, and the number of abstentions and broker non-votes,
as applicable, are set forth below.
Proposal 1 Election of Directors
In accordance with the Companys Amended and Restated Bylaws, the
Companys stockholders elected a total of 15 director nominees to
the Board, of which 13 director nominees were elected by the
holders of the Companys common stock, one director nominee was
elected by the holder of the Companys one share of Class Pilot
MEC Junior Preferred Stock, and one director nominee was elected
by the holder of the Companys one share of Class IAM Junior
Preferred Stock.
The holders of the Companys common stock elected the 13 director
nominees listed in the table below.
| For | Against | Abstain | BrokerNon-Votes | |||||
| Carolyn Corvi | 249,292,761 | 2,179,817 | 944,636 | 20,708,834 | ||||
| Jane C. Garvey | 249,274,491 | 2,327,787 | 814,936 | 20,708,834 | ||||
| Barney Harford | 249,536,111 | 1,918,167 | 962,936 | 20,708,834 | ||||
| Walter Isaacson | 246,950,607 | 4,504,737 | 961,870 | 20,708,834 | ||||
| JamesA.C.Kennedy | 248,087,466 | 3,410,266 | 919,482 | 20,708,834 | ||||
| Robert A. Milton | 248,876,734 | 2,590,169 | 950,311 | 20,708,834 | ||||
| Oscar Munoz | 249,493,482 | 2,327,134 | 596,598 | 20,708,834 | ||||
| William R. Nuti | 224,380,418 | 27,076,622 | 960,174 | 20,708,834 | ||||
| Edward M. Philip | 249,200,562 | 2,224,328 | 992,324 | 20,708,834 | ||||
| Edward L. Shapiro | 248,015,693 | 3,426,532 | 974,989 | 20,708,834 | ||||
| LaurenceE.Simmons | 248,775,483 | 2,657,557 | 984,174 | 20,708,834 |
| David J. Vitale | 247,243,996 | 4,210,576 | 962,642 | 20,708,834 | ||||
| JamesM.Whitehurst | 226,002,268 | 25,424,176 | 990,770 | 20,708,834 |
In addition, the United Airlines Pilots Master Executive Council
of the Air Line Pilots Association, International (ALPA), the
holder of the Companys one share of Class Pilot MEC Junior
Preferred Stock, elected Todd M. Insler as the ALPA director, and
the International Association of Machinists and Aerospace Workers
(IAM), the holder of the Companys one share of Class IAM Junior
Preferred Stock, elected Sito Pantoja as the IAM director.
Proposal 2 Ratification of Appointment of Ernst Young LLP
as the Companys Independent Registered Public Accounting Firm for
Fiscal Year Ending December31, 2017
The Companys stockholders ratified the appointment of Ernst Young
LLP as the independent registered public accounting firm of the
Company and its subsidiaries for the fiscal year ending
December31, 2017.
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||
| 268,647,634 | 3,433,057 | 1,045,357 |
Proposal 3 Advisory Vote to Approve the Compensation of
the Companys Named Executive Officers
The Companys stockholders approved, in an advisory and
non-binding vote, the compensation of the Companys named
executive officers, as presented in the Companys definitive proxy
statement.
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||
| 241,192,904 | 10,280,590 | 943,720 | 20,708,834 |
Proposal 4 Advisory Vote to Approve the Frequency of
Future Advisory Votes on the Compensation of the Companys Named
Executive Officers
The Companys stockholders approved, in an advisory and
non-binding vote, an annual vote frequency for future advisory
votes on the compensation of the Companys named executive
officers.
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One Year |
Two Years |
Three Years |
Abstain |
BrokerNon-Votes |
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| 224,263,665 | 572,932 | 26,806,310 | 774,307 | 20,708,834 |
Proposal 5 Approval of the United Continental Holdings,
Inc. 2017 Incentive Compensation Plan
The Companys stockholders approved the 2017 Plan.
|
For |
Against |
Abstain |
BrokerNon-Votes |
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| 242,143,849 | 9,524,016 | 749,349 | 20,708,834 |
In light of the voting results on Proposal 4, the Company has
decided to include the advisory stockholder vote on executive
compensation in its proxy materials on an annual basis until the
next required advisory vote on the frequency of the advisory
stockholder vote on compensation paid to the Companys named
executive officers.
| ITEM9.01. | Financial Statements and Exhibits. |
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Exhibit Number |
Description |
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| 10.1 |
United Continental Holdings, Inc. 2017 Incentive Compensation Plan |
About UNITED CONTINENTAL HOLDINGS, INC. (NYSE:UAL)
United Continental Holdings, Inc. (UAL) is a holding company and its principal subsidiary is United Air Lines, Inc. (United). The Company transports people and cargo through its mainline operations. It has global air rights in North America, Asia-Pacific, Europe, Middle East, Africa and Latin America. The Company, through United and its regional carriers, operates an average of approximately 5,000 flights a day to over 340 airports across six continents from its hubs at Newark Liberty International Airport (Newark Liberty), Chicago O’Hare International Airport (Chicago O’Hare), Denver International Airport (Denver), George Bush Intercontinental Airport (Houston Bush), Los Angeles International Airport (LAX), A.B. Won Pat International Airport (Guam), San Francisco International Airport (SFO) and Washington Dulles International Airport (Washington Dulles). It has contractual relationships with regional carriers to provide regional jet and turboprop service branded as United Express. UNITED CONTINENTAL HOLDINGS, INC. (NYSE:UAL) Recent Trading Information
UNITED CONTINENTAL HOLDINGS, INC. (NYSE:UAL) closed its last trading session down -2.00 at 79.25 with 3,422,059 shares trading hands.