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): February 1, 2024

WHEELS UP EXPERIENCE INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39541	98-1617611
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

601 West 26th Street, Suite 900
New York, New York	10001
(Address of principal executive offices)	(Zip Code)

(212) 257-5252

(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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value per share	UP	New York Stock Exchange

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.

(c) & (e)     On February 1, 2024, the Board of Directors (“Board”) of Wheels Up Experience Inc. (the “Company” or “Wheels Up”) appointed David Holtz to serve as Chief Operating Officer of Wheels Up Partners LLC, an indirect subsidiary of the Company (“WUP”), effective February 5, 2024. In his position as Chief Operating Officer, Mr. Holtz will oversee all aspects of Wheels Up’s operations.

Mr. Holtz, age 67, has over 40 years of flight operations experience and most recently served as Senior Vice President, Operations at Delta Air Lines, Inc. (“Delta”) from November 2011 to February 2024. Mr. Holtz joined Delta in May 1979 and has held several senior leadership roles in operations control and management of the airline’s global fleet. Since March 2022, Mr. Holtz has assisted Wheels Up as Chairman of Operations, a role in which he was responsible for the oversight of the Company’s efforts to harmonize and consolidate its various Federal Aviation Administration Part 135 operating certificates.

In connection with his appointment as Chief Operating Officer, WUP and Mr. Holtz entered into an offer letter, dated February 1, 2024 (the “Offer Letter”), pursuant to which: (i) the Company will pay Mr. Holtz an annual base salary of $475,000, which will be prorated for 2024 based on the term of his service during the year; (ii) he will be eligible to receive an annual incentive bonus (the “Annual Bonus”) with a target amount equal to 100% of his annual base salary, the achievement of which will be based upon the Company’s performance against certain targets identified by the Compensation Committee of the Board (the “Compensation Committee”) and his individual performance toward key performance indicators and other factors; provided, that for 2024, the Annual Bonus will not be prorated; (iii) he will be eligible for an annual equity award with a target value equal to 125% of his annual base salary, based on the achievement of certain individual performance and other factors, subject to approval by the Compensation Committee; and (iv) he will receive 20 hours of flight time per year on a King Air 350i in accordance with the executive flight hours plan established by the Company from time to time. Mr. Holtz will also be eligible to participate in the employee benefit plans available to other executive officers of the Company, including participation under any of the Company’s severance policies available to executives from time to time.

There are no family relationships between Mr. Holtz and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There are no arrangements or understandings between Mr. Holtz and any other person pursuant to which he was selected as Chief Operating Officer of WUP. There are no transactions in which Mr. Holtz has an interest that require disclosure under Item 404(a) of Regulation S-K. Descriptions of certain relationships and transactions between the Company and Delta are included in the Company’s: (i) definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission (“SEC”) on April 19, 2023 under the subsections titled “Commercial Arrangements with Delta,” “Delta Subleases,” and “Delta Investor Rights Letter” in the section titled “Certain Relationships and Related Person Transactions” beginning on page 51; (ii) Current Report on Form 8-K filed with the SEC on September 21, 2023 under the subsection titled “Delta Commercial Cooperation Agreement” in Item 1.01 thereof; (iii) Quarterly Report on Form 10-Q filed with the SEC on November 9, 2023 under the subsection titled “Liquidity Initiatives” in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 37; and (iv) Current Report on Form 8-K filed with the SEC on November 16, 2023 in Item 1.01 thereof, each of which is incorporated herein by reference.

The foregoing description of the Offer Letter is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01     Regulation FD Disclosure.

On February 5, 2024, the Company issued a press release regarding operational leadership changes, a copy of which is furnished as Exhibit 99.1 and incorporated by reference herein.

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of

1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits.

 (d)    Exhibits.

Exhibit Number	Description
10.1†	Offer Letter, dated February 1, 2024, by and between David Holtz and Wheels Up Partners LLC
99.1	Press Release, dated February 5, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
†	Identifies each management contract or compensatory plan or arrangement.

SIGNATURE

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.

	WHEELS UP EXPERIENCE INC.
Date: February 5, 2024	By:	/s/ George Mattson
		Name:	George Mattson
		Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

February 1, 2024

By Email: david.holtz@wheelsup.com

Dear Dave,

We are pleased to offer you a position at Wheels Up Partners LLC (the “Company”). We are excited to have you join the Company and anticipate that you will be a great addition to our team.

Your first day with the Company will be February 5, 2024, or on such other date that we mutually agree upon after your acceptance of this offer (your “Start Date”).

The following will outline the general terms of our employment offer:

1.Position and Duties. Your title will be Chief Operating Officer and you will perform the duties and services assigned to you by the Company. You will report to George Mattson, Chief Executive Officer. Your employment will be subject to all Company policies, procedures and practices as may currently exist or as may be modified or implemented in the future, including our Employee Handbook. This offer is made contingent upon the successful completion of the pre-employment process, including, but not limited to, satisfactory completion of a background check.

2.Place of Employment. The primary location for your employment will be the Atlanta Georgia Member Operations Center. Notwithstanding the foregoing, the duties to be performed by you hereunder are such that you may need to travel as reasonably required in accordance with the Company’s policy on travel and expenses.

3.Annual Salary. Your annual base salary will be $475,000 (the “Base Salary”), less payroll deductions and all required withholdings, payable in accordance with the Company’s payroll policies, as may be amended from time to time. As an exempt employee, you are not eligible for overtime under the provisions of the Fair Labor Standards Act.

4.Discretionary Bonus. Beginning in 2024, you will be eligible to participate in the Company’s annual bonus plan. The target amount for your position is equal to one hundred percent (100%) of your Base Salary. You will be subject to the terms of the Company’s annual bonus plan; however, your 2024 annual bonus target shall not be prorated for hire date. Your payment of a bonus under the plan is made on an annual basis, based upon Company performance against company and individual performance targets, and can be increased or decreased based on the actual results, your individual performance toward key performance indicators, and any other factors determined in the sole discretion of the Company.

5.Annual Equity Award. Commencing in 2024, you will be eligible for an Annual Equity Award. The award is based on performance and will be aligned to your level at the time of the award Currently, the award target for your role is 125% of your salary. Equity awards are granted based on individual performance and are subject to approval by the Compensation Committee of the Board of Directors.

6.Executive Flight Hours. In accordance with the Executive Flight Hours plan established by the Company, for 2024, you shall receive twenty (20) bonus hours of flight time on a King Air 350i. Upon accepting this offer, and no later than ten (10) days after your start date, five (5) flight hours will be deposited into your account. Subsequently, five (5) hours will be deposited into your account at the beginning of each calendar quarter. Thereafter, you shall continue to receive (20) bonus hours of flight time on a King Air 350i in accordance with the Executive Flight Hours plan established by the Company, as may be amended from time to time. A Wheels Up Core membership will be required to retain flight hours in a non-active employee status.

7.Paid Time Off. You will be eligible for paid time off, depending on years of service, during each calendar year of your employment with the Company in accordance with the Company’s paid time off policy, as may be amended from time to time.

8.Benefits. You will be entitled to the benefits that the Company customarily makes available to employees in positions comparable to yours. Please refer to the plan documents for more details, including eligibility. The Company reserves the right, in its sole discretion, to amend, change or cancel the benefits at any time.

9.Employment Relationship. In accepting this offer, you understand and agree that your employment with the Company will be “at-will.” This means that your employment is not for any specific length of time and that either you or the Company may terminate the employment relationship at any time, with or without cause and with or without notice. You further understand and acknowledge that there is no written or oral contract providing you with any definite or specific term of employment. You further understand and agree that due to your at-will status, the Company may, at any time, modify the terms of your employment, including, but not limited to, your job title, job responsibilities, compensation and benefits.

10.Severance Plan. Although your employment is at-will, if the Company terminates your employment without cause (as such term is defined herein) or you resign your employment for good reason (as such term is commonly understood), upon separation you will be entitled to receive severance as set forth in the Company’s Executive Severance Plan.

11.Conditions of Employment. Simultaneous with the execution of this letter agreement, you shall sign the Employee Confidentiality Agreement and Restrictive Covenants (“Restrictive Covenant Agreement”), a copy of which is attached hereto as Appendix A. You acknowledge that your employment with the Company is conditioned upon the execution and delivery of the Restrictive Covenant Agreement and the terms thereof shall be fully incorporated herein.

12.No Other Understandings. This letter agreement sets forth our entire agreement and understanding and supersedes any and all other agreements, either oral or in writing, between you and the Company and/or its affiliates and any of their respective officers, directors, managers and/or principals.

13.Other Conditions and Obligations. By signing this agreement, you represent that you are not subject to any currently effective employment contract, or any other contractual or other binding obligation, including without limitation, any obligation relating to non-competition, confidentiality, trade secrets, proprietary information or works for hire, that would restrict your employment or employment activities with or on behalf of the Company. In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have any obligation of confidentiality.

14.Board Positions. It is the Company’s policy that senior executives limit outside Board activity to one Board of Directors position. You may not serve on the Board of Directors or Advisory Board of more than one for-profit company without the prior written consent of the Company. You may serve as an officer, manager or director of or otherwise participate in charitable, educational, welfare, social, religious and civic organizations so long as such activities do not interfere with your employment with the Company.

15.Business Time. The employee shall devote full working time, energy, attention, and talents to the performance of the duties and responsibilities hereunder. You may not, without the prior written consent of the Chief Executive Officer directly or indirectly, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, partner, member agent or representative of, any type of business or service other than as an employee of the Company.

16.Truthful Representations. You acknowledge and confirm that all of the representations you have made and all of the information that you have provided to the Company on any employment application, resume or any other document, or orally during the interview process, concerning, among other things, your prior employment history, education, experience and other qualifications, are true and correct. You understand and agree that any falsifications, misrepresentations, or omissions with respect to any of the representations and information that you have made or provided to the Company may be grounds for the withdrawal of this offer of employment or, if hired, the termination of your employment.

You further understand and acknowledge that your employment with the Company is contingent upon your satisfactory completion of background and drug checks, as applicable, that are conducted by the Company and your completion of Section 1 of the Form I-9 on or before the end of your first (1st) day of employment and your presentation of your original documentation verifying your work eligibility and identification on or before the end of your third (3rd) day of employment.

[Signature Page Follows]

Please indicate your acceptance of our offer on the terms set forth above by countersigning in the appropriate space below no later than two (2) business days from the date hereof. The offer contained herein shall automatically expire two business days from the date hereof. We are excited at the prospect of you joining our team and look forward to having you on board.

Sincerely,    

/s/ George Mattson        

George Mattson                     

Wheels Up – Chief Executive Officer

Countersigned

/s/ David Holtz            

David Holtz                    

February 4, 2024        

Date

EX-99.1

Exhibit 99.1

Wheels Up Enhances Operations Team with Industry Leading Experience

Leverages over 250 years of aviation experience as it continues to pursue operational excellence 

NEW YORK, Feb. 5, 2024 — Wheels Up Experience Inc. (NYSE: UP) today announced several organizational changes for its Atlanta-based operations team, as the company continues its journey to be the best-run, global aviation solutions provider. 

“The organizational changes announced today align the team with our mission to achieve operational excellence and lead the industry in performance and reliability,” said George Mattson, Wheels Up’s Chief Executive Officer. “I am excited to work with this exceptional team of leaders in 2024, and beyond. With these additions and Dave Holtz leading our operations, I am confident that we have the best team in the industry.”

Dave Holtz joined Wheels Up in March 2022 as Chairman of Operations, following a long and distinguished 42-year career at Delta Air Lines, including ten years running the Operations and Customer Center (OCC). In his newly announced role as Chief Operating Officer, Dave is setting the course for the company’s operational improvement journey.

The operational changes to the team completed over the last several weeks and announced today include: 

Rob Hamilton, SVP – Operations, brings more than 25 years of part 135 operations management experience to the company, previously serving as Fleet General Manager and has been instrumental in our improved service metrics over the past year. With his new responsibilities he will lead our Member Operations Center (MOC) team overseeing Flight Control, Mission Planning, Member Services and Enterprise Operations Management.

Pat Busscher, SVP – Maintenance, joined Wheels Upin September following a distinguished 39-year career in maintenance and operations at Delta, including 10 years running maintenance control at Delta. Since joining the team late last year, Pat has applied his experience in maintenance control and operational expertise to accelerate the development of Wheels Up’s capabilities.

Patrick Burns, SVP – Flight Operations, joined the company February 1 after a distinguished 25-year career at Delta Air Lines, where he had been serving as VP of Flight Operations and System Chief Pilot, leading their over 17,000 strong pilot group.

Todd Wesoloskie, VP – Flight Operations, brings over 35 years of aviation experience in a variety of roles, including as an aircraft mechanic, flight engineer and pilot. Todd has led our pilot recruiting for the past five years and will work closely with Patrick Burns on our flight operations. 

Al Mann, VP – Safety, Security and Compliance, will continue to lead the company’s in-house safety team driving our safety culture, and brings over 30 years of experience to this critical position.

These changes bring to Wheels Up a group of aviation experts with over 250 years of collective experience including several Delta Air Lines executives who led the airline’s efforts in becoming the most respected carrier in the world.

“Our entire Operations team is committed to delivering exceptional experiences for every customer on every flight – a mission critical to our vision of becoming the best run private aviation company in the world,” said Dave Holtz, Wheels Up’s Chief Operating Officer. “To achieve this, I will lean on this team of industry-leading operators, whom I have previously worked closely with here at Wheels Up or during my career at Delta. With this leadership team in place, we look forward to executing the playbook we are familiar with and driving the continuous operational improvements that will be core to our success.”  

About Wheels Up

Wheels Up is a leading provider of on-demand private aviation in the U.S. and one of the largest private aviation companies in the world. Wheels Up offers a complete global aviation solution with a large, modern and diverse fleet, backed by an uncompromising commitment to safety and service. Customers can access membership programs, charter and whole aircraft sales, as well as unique commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also offers freight, safety and security solutions and managed services to individuals, industry, government and civil organizations.  

Wheels Up is guided by the mission to connect private flyers to aircraft, and one another, through an open platform that seamlessly enables life's most important experiences. Powered by a global private aviation marketplace connecting its base of approximately 11,000 members and customers to a network of approximately 1,500 safety-vetted and verified private aircraft, Wheels Up is widening the aperture of private travel for millions of consumers globally. With the Wheels Up mobile app and website, members and customers have the digital convenience to search, book and fly.  

To learn more about Wheels Up, go to Wheelsup.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the control of Wheels Up. The words “anticipate,” “continue,” “could,” “expect,” “plan,” “potential,” “should,” “would,” “pursue” and similar expressions, including references to future efficiencies and/or operational achievements, performance or reliability, may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in Wheels Up's filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, Wheels Up does not intend to update any of these forward-looking statements made in this press release.

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XML

Cover	Feb. 01, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 01, 2024
Entity Registrant Name	WHEELS UP EXPERIENCE INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39541
Entity Tax Identification Number	98-1617611
Entity Address, Address Line One	601 West 26th Street
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	212
Local Phone Number	257-5252
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	UP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001819516
Amendment Flag	false