0001104659-16-112678.txt : 20160420 0001104659-16-112678.hdr.sgml : 20160420 20160420071426 ACCESSION NUMBER: 0001104659-16-112678 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160419 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160420 DATE AS OF CHANGE: 20160420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: United Continental Holdings, Inc. CENTRAL INDEX KEY: 0000100517 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 362675207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06033 FILM NUMBER: 161580367 BUSINESS ADDRESS: STREET 1: JENNIFER L. KRAFT - WHQLD STREET 2: 233 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-997-8000 MAIL ADDRESS: STREET 1: JENNIFER L. KRAFT - WHQLD STREET 2: 233 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: UAL CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGIS CORP DATE OF NAME CHANGE: 19880613 FORMER COMPANY: FORMER CONFORMED NAME: UAL INC DATE OF NAME CHANGE: 19870517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED AIRLINES, INC. CENTRAL INDEX KEY: 0000319687 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 742099724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10323 FILM NUMBER: 161580368 BUSINESS ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-997-8000 MAIL ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL AIRLINES, INC. DATE OF NAME CHANGE: 20130212 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL AIRLINES INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLE EXPRESS AIRLINES INC DATE OF NAME CHANGE: 19890726 8-K 1 a16-8741_18k.htm 8-K

 

 

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): April 19, 2016

 


 

UNITED CONTINENTAL HOLDINGS, INC.

UNITED AIRLINES, INC.

(Exact Name of Registrant as Specified in Charter)

 


 

Delaware
Delaware

 

001-06033
001-10323

 

36-2675207
74-2099724

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

233 S. Wacker Drive, Chicago IL

 

60606

233 S. Wacker Drive, Chicago, IL

 

60606

(Address of Principal Executive Offices)

 

(Zip Code)

 

(872) 825-4000

(872) 825-4000

Registrant’s telephone number, including area code

 

N/A

N/A

(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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)           On April 19, 2016, each of Henry L. Meyer III, the Non-Executive Chairman of the board of directors (the “Board”) of United Continental Holdings, Inc. (the “Company”), John H. Walker and Charles A. Yamarone notified the Company that he intends to retire from the Board at the end of his current term and will, therefore, not stand for re-election to the Board at the Company’s 2016 annual meeting of stockholders.  Each of Messrs. Meyer, Walker and Yamarone advised the Company that his decision to retire was not due to any disagreement with the Company.

 

(e)           On April 19, 2016, the Company and United Airlines, Inc. (collectively, the “Companies”) entered into an Amendment to Employment Agreement (the “Amendment”) with Oscar Munoz, the Companies’ President and Chief Executive Officer, amending his Employment Agreement with the Companies dated December 31, 2015. The Amendment, which was initiated by Mr. Munoz, provides, among other things, that it is the Company’s expectation that Mr. Munoz will be appointed Chairman of the Board at the Company’s 2018 annual meeting of stockholders, and the Amendment modifies the definition of “Good Reason” such that the appointment of Robert A. Milton as Non-Executive Chairman of the Board would not constitute “Good Reason.”

 

The foregoing summary description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

 

ITEM 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

 

Description 

10.1

 

Amendment to Employment Agreement, dated April 19, 2016, by and among United Continental Holdings, Inc., United Airlines, Inc. and Oscar Munoz.

 

2



 

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.

 

Date: April 20, 2016

UNITED CONTINENTAL HOLDINGS, INC.

 

UNITED AIRLINES, INC.

 

 

 

 

 

By:

/s/ Jennifer L. Kraft

 

Name:

Jennifer L. Kraft

 

Title:

Deputy General Counsel and Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

10.1

 

Amendment to Employment Agreement, dated April 19, 2016, by and among United Continental Holdings, Inc., United Airlines, Inc. and Oscar Munoz.

 

4


EX-10.1 2 a16-8741_1ex10d1.htm EX-10.1

Exhibit 10.1

 

AMENDMENT TO EMPLOYMENT AGREEMENT

 

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 19, 2016, by and among United Continental Holdings, Inc., a Delaware corporation (the “Company”), United Airlines, Inc., a Delaware corporation (“United”) (the Company and United are hereinafter collectively referred to as the “Employers”), and Oscar Munoz (“Executive”).

 

WHEREAS, the Employers and Executive entered into an Employment Agreement, dated December 31, 2015 (the “Employment Agreement”);

 

WHEREAS, the Employment Agreement provides that it is the expectation of the Company that Executive shall be appointed Chairman of the Company’s Board of Directors (the “Board”) at or before the Company’s 2017 annual meeting of stockholders;

 

WHEREAS, the Board desires to appoint Robert A. Milton as the Non-Executive Chairman of the Board effective immediately following the Company’s 2016 annual meeting of stockholders; and

 

WHEREAS, Executive is willing to extend the expected timeframe for his appointment as Chairman of the Board of Directors.

 

NOW, THEREFORE, in consideration of the sum of one dollar ($1.00) and the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                                      Amendments.  (a)       The second sentence of Section 2 of the Employment Agreement is hereby amended and restated in its entirety as follows:

 

It is the Company’s expectation that Executive shall be appointed Chairman of the Board on the date of the Company’s 2018 annual meeting of stockholders.

 

(b)                                 Clause (iv) of the definition of “Good Reason” contained in Section 4(e) of the Employment Agreement is hereby amended and restated in its entirety as follows:

 

(iv) the appointment of a Chairman of the Board other than Henry L. Meyer III, Robert A. Milton or Executive; provided that this shall not be Good Reason if (i) the rules of the principal exchange on which the Company’s securities trade, (ii) the Company’s Bylaws or Certificate of Incorporation or (iii) other applicable law prohibit an individual from simultaneously holding the offices of both Chief Executive Officer and Chairman of the Board;

 

2.                                      Effective Date.  This Amendment is effective as of the date first set forth above.

 

3.                                      Governing Law.  This Amendment shall be governed by the internal laws (as opposed to the conflicts of law provisions) of the State of Illinois.

 



 

4.                                      Effect of Amendment.  Except as modified hereby, the Employment Agreement is reaffirmed in all respects, and all references therein to “the Agreement” shall mean the Employment Agreement, as modified hereby.

 

5.                                      Execution in Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.  Signatures delivered via facsimile or electronic file shall be the same as original signatures.

 

*                                         *                                         *                                         *

 

2



 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

 

 

 

UNITED CONTINENTAL HOLDINGS, INC.

 

 

 

 

 

/s/ Brett J. Hat

 

By: Brett J. Hart

 

Its: Executive Vice President and General Counsel

 

 

 

 

 

UNITED AIRLINES, INC.

 

 

 

 

 

/s/ Brett J. Hart

 

By: Brett J. Hart

 

Its: Executive Vice President and General Counsel

 

 

 

 

 

OSCAR MUNOZ

 

 

 

 

 

/s/ Oscar Munoz

 

Oscar Munoz