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): March 5, 2018

UNITED CONTINENTAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-06033	36-2675207
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

233 S. Wacker Drive, Chicago, IL	60606
(Address of principal executive offices)	(Zip Code)

(872) 825-4000

Registrant’s telephone number, including area code 

(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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

On March 5, 2018, the board of directors (the “Board”) of United Continental Holdings, Inc. (the “Company”) increased the size of the Board from 15 directors to 16 directors and elected Michele J. Hooper to fill the newly-created directorship, effective immediately. As of the date hereof, the Board has not determined any committee appointments for Ms. Hooper. Ms. Hooper will be compensated for her service on the Board in the same manner as the Company’s other non-employee directors elected by the holders of the Company’s common stock. For a description of the Company’s director compensation programs, see “2016 Director Compensation” in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders held on May 24, 2017, filed with the Securities and Exchange Commission on April 21, 2017. Ms. Hooper is not (a) a party to any arrangement or understanding with any person pursuant to which she was elected a Company director or (b) a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.

On March 8, 2018, the Company issued a press release regarding Ms. Hooper’s appointment to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit    No.	Description
99.1	Press Release issued by United Continental Holdings, Inc. dated March 8, 2018

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.

UNITED CONTINENTAL HOLDINGS, INC.
By:	/s/ Jennifer L. Kraft
Name: Jennifer L. Kraft
Title: Vice President and Corporate Secretary

Date: March 8, 2018

EX-99.1

Exhibit 99.1

United Continental Holdings Elects Michele J. Hooper to Board of Directors

CHICAGO, March 8, 2018 – United Continental Holdings, Inc. (NYSE: UAL) announced today that its Board of Directors has elected Michele J. Hooper as an independent director of the company effective March 5. Hooper brings to United more than two decades of corporate board experience and financial and governance expertise. Hooper will be nominated by the Board for re-election at the 2018 Annual Meeting of Stockholders.

Hooper is President and CEO of The Directors’ Council which consults with major companies to improve the effectiveness of their corporate governance. Previously, she served as President and Chief Executive Officer of Voyager Expanded Learning and of Stadtlander Drug Company, Inc. Prior to joining Stadtlander, Hooper was Corporate Vice President, Caremark International Inc, and President of the International Business Group, responsible for the expansion of Caremark into Europe, Canada and Japan. She began her career at Baxter International, Inc., serving in roles of increasing responsibility, including as President of Baxter Canada, Canada’s largest health care and laboratory supplies company.

With more than 25 years of corporate board experience, Hooper is an audit committee financial expert with over 20 years of experience chairing the audit committees of several major public companies. In 2017, she was selected as the Director of the Year by the National Association of Corporate Directors.

“I am thrilled to welcome Michele to the United family. She is a highly regarded business leader with expertise in areas that are important to our success, including operations strategy and finance,” said United CEO Oscar Munoz. “With Michele, we are gaining a board member who hails from our hometown and brings a tremendous track record, across multiple industries, of making an impact in the boardroom and beyond.”

“Along with Oscar and the entire board, I enthusiastically welcome Michele,” said Robert Milton, chairman of the Board. “With her addition to our already experienced board, I am confident that we will achieve our goals to be a continued leader in operational reliability and in improving the customer experience.”

“I look forward to joining the United board and am excited to help build on the strong foundation United has established over the last two years on its journey to become the best airline for everyone it serves,” said Hooper.

Hooper currently serves as a director of PPG Industries, Inc. (former Chair, Audit Committee) and UnitedHealth Group (Chair, Nominating and Governance Committee). She earned an MBA in Finance and Accounting at the University of Chicago and a BA in Economics at the University of Pennsylvania.

About United

United Airlines and United Express operate approximately 4,500 flights a day to 338 airports across five continents. In 2017, United and United Express operated more than 1.6 million flights carrying more than 148 million customers. United is proud to have the world’s most comprehensive route network, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, Newark/New York, San Francisco and Washington, D.C. United operates 744 mainline aircraft and the airline’s United Express carriers operate 518 regional aircraft. The airline is a founding member of Star Alliance, which provides service to 191 countries via 28 member airlines. For more information, visit united.com, follow @United on Twitter or connect on Facebook. The common stock of United’s parent, United Continental Holdings, Inc., is traded on the NYSE under the symbol “UAL”.

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