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): December 6, 2021

UNITED AIRLINES 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))

Securities registered pursuant to Section 12(b) of the Act:

Registrant	Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
United Airlines Holdings, Inc.	Common Stock, $0.01 par value	UAL	The Nasdaq Stock Market LLC
United Airlines Holdings, Inc.	Preferred Stock Purchase Rights	None	The Nasdaq Stock Market LLC

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 December 6, 2021, the board of directors (the “Board”) of United Airlines Holdings, Inc. (the “Company”), upon the recommendation of the Nominating/Governance Committee, elected Matthew Friend to serve as a member of the Board effective immediately for a term continuing to the Company’s next Annual Meeting of Stockholders, when Mr. Friend will be a nominee for election by stockholders. The size of the Board was increased from 13 directors to 14 directors effective immediately in connection with the election of Mr. Friend.

The Board also determined that Mr. Friend is “independent” under the applicable standards of The Nasdaq Stock Market and the independence standards adopted by the Board in the Company’s Corporate Governance Guidelines. The Board also approved the recommendation of the Nominating/Governance Committee of the Board to assign Mr. Friend to serve as a member of the Audit Committee and the Compensation Committee of the Board.

There were no arrangements or understandings between Mr. Friend and any other persons pursuant to which he was elected to the Board, and since the beginning of the last fiscal year, there have been no related party transactions between the Company and Mr. Friend that would be reportable under Item 404(a) of Regulation S-K.

Mr. Friend will receive compensation for his service as a non-employee director on the Board in accordance with the Company’s standard compensatory arrangement for non-employee directors, subject to proration to reflect the commencement date of his service on the Board. The non-employee director compensation program is described under the caption “2020 Director Compensation” in the Company’s definitive proxy statement for its 2021 Annual Meeting of Stockholders held on May 26, 2021 filed with the Securities and Exchange Commission on April 15, 2021.

Item 7.01 Regulation FD Disclosure.

On December 6, 2021, the Company issued a press release regarding Mr. Friend’s appointment to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release of United Airlines Holdings, Inc. dated December 6, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 AIRLINES HOLDINGS, INC.
By:	/s/ Robert S. Rivkin
Name:	Robert S. Rivkin
Title:	Senior Vice President and General Counsel

Date: December 6, 2021

EX-99.1

Exhibit 99.1

News Release United Airlines Worldwide Media Relations 872.825.8640 media.relations@united.com

United Airlines Names Nike, Inc. CFO Matthew Friend to

Board of Directors

CHICAGO, Dec. 6, 2021 – United Airlines Holdings, Inc. (UAL) announced today that Matthew Friend will join its Board of Directors. Friend, currently Executive Vice President and Chief Financial Officer of Nike, Inc., brings more than two decades of corporate finance and strategy experience to the airline’s Board.

“As we emerge from the pandemic as a leader in the industry and stand ready to accelerate our business, United will benefit greatly from Matt’s deep financial acumen and stewardship of one of the leading consumer brands on the planet,” said United CEO Scott Kirby. “Plus, his years of global corporate experience will help inform our effort to continue to be a force for good across the country and around the world.”

“Any time we bring on a new board member, we’re focused on adding experienced leaders with skill sets and unique perspectives that will benefit United,” said Ted Philip, Chairman of the Board of Directors. “As the world reopens and travel demand continues to surge back, the United Board will benefit from Matt’s extensive global finance, strategy and business planning skills to help guide the airline as it charts a successful future.”

“United has shown real leadership over the past 18 months and has worked to redefine itself in the eyes of its employees, customers and the communities it serves,” said Friend. “The airline is determined to capitalize on this momentum, and I’m thrilled to join the board at this exciting time in its history.”

Friend was named EVP and CFO of Nike, Inc. in March 2020. Since then, he has helped steer Nike through a significant business transformation. Previously, Friend held the roles of CFO for Nike Operating Segments and VP of Investor Relations. He has also served as CFO of Nike Brand, Global Brands & Functions, Emerging Markets, and as VP of Corporate Strategy and Development. Friend is a member of Nike’s Executive Leadership Team and the senior management representative to the Audit & Finance Committee of the Nike, Inc. Board of Directors.

Friend began his career in investment banking with Morgan Stanley and Goldman Sachs.

-more-

Page 2 / United Airlines Names Matthew Friend to Board of Directors

United Next

United is more focused than ever on its commitment to customers and employees. In addition to today’s announcement, United has recently:

• Launched an ambitious plan to transform the United customer experience by adding and upgrading hundreds of aircraft as well as investing in features like larger overhead bins, seatback entertainment in every seat and the industry’s fastest available Wi-Fi.

• Announced a goal to create 25,000 unionized jobs by 2026 that includes careers as pilots, flight attendants, agents, technicians, and dispatchers.

• Announced that United will train at least 5,000 pilots by 2030 through the United Aviate Academy, with the plan of at least half being women and people of color.

• Required all U.S. employees to receive a COVID-19 vaccination.

• Became the first airline to offer customers the ability to check their destination’s travel requirements, schedule COVID-19 tests and more on its mobile app and website.

• Invested in emerging technologies that are designed to decarbonize air travel, like an agreement to work with urban air mobility company Archer, an investment in aircraft startup Heart Aerospace and a purchase agreement with Boom Supersonic.

• Committed to going 100% green by reducing our greenhouse gas emissions by 100% by 2050, without relying on traditional carbon offsets.

• Eliminated change fees for all economy and premium cabin tickets for travel within the U.S.

About United

United’s shared purpose is “Connecting People. Uniting the World.” In 2019, United and United Express^® carriers operated more than 1.7 million flights carrying more than 162 million customers. United has the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C. For more about how to join the United team, please visit united.com/careers and more information about the company is at united.com. United Airlines Holdings, Inc. is traded on the Nasdaq under the symbol “UAL”.

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