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): May 24, 2017
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 May 24, 2017, United Continental Holdings, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the United Continental Holdings, Inc. 2017 Incentive Compensation Plan (the “2017 Plan”), which had been previously approved by the Company’s 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 Company’s stockholders and award recipients by increasing the proprietary interest of such recipients in the Company’s growth and success; (ii) providing opportunities to link compensation of award recipients to the Company’s 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 Section 422 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.
| Item 5.07 | 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; |
| | • | | 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 December 31, 2017; |
| | • | | Proposal 3 – an advisory vote to approve the compensation of the Company’s named executive officers, as presented in the Company’s definitive proxy statement; |
| | • | | Proposal 4 – an advisory vote to approve the frequency of future advisory votes on the compensation of the Company’s named executive officers; and |
| | • | | Proposal 5 – approval of the 2017 Plan. |
Each proposal is described in detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 21, 2017.
At the Annual Meeting, the Company’s 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 December 31, 2017. The stockholders approved, in advisory and non-binding votes, the compensation of the Company’s named executive officers, as presented in the Company’s definitive proxy statement, and an annual vote frequency of future advisory votes on the compensation of the Company’s 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 Company’s Amended and Restated Bylaws, the Company’s stockholders elected a total of 15 director nominees to the Board, of which 13 director nominees were elected by the holders of the Company’s common stock, one director nominee was elected by the holder of the Company’s one share of Class Pilot MEC Junior Preferred Stock, and one director nominee was elected by the holder of the Company’s one share of Class IAM Junior Preferred Stock.
The holders of the Company’s common stock elected the 13 director nominees listed in the table below.
| | | | | | | | |
| | | For | | Against | | Abstain | | Broker Non-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 |
| James A. 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 |
| Laurence E. 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 |
| James M. 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 Company’s 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 Company’s 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 Company’s Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2017
The Company’s 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 December 31, 2017.
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 268,647,634 | | 3,433,057 | | 1,045,357 | | — |
Proposal 3 – Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, in an advisory and non-binding vote, the compensation of the Company’s named executive officers, as presented in the Company’s definitive proxy statement.
| | | | | | |
For | | Against | | Abstain | | Broker Non-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 Company’s Named Executive Officers
The Company’s stockholders approved, in an advisory and non-binding vote, an annual vote frequency for future advisory votes on the compensation of the Company’s named executive officers.
| | | | | | | | |
One Year | | Two Years | | Three Years | | Abstain | | Broker Non-Votes |
| 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 Company’s stockholders approved the 2017 Plan.
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 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 Company’s named executive officers.
| ITEM 9.01. | Financial Statements and Exhibits. |
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Exhibit Number | | Description |
| |
| 10.1 | | United Continental Holdings, Inc. 2017 Incentive Compensation Plan |
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.
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| | | | UNITED CONTINENTAL HOLDINGS, INC. |
| | | |
| | | | By: | | /s/ Jennifer L. Kraft |
| | | | Name: | | Jennifer L. Kraft |
| | | | Title: | | Vice President, Deputy General Counsel and Corporate Secretary |
Date: May 30, 2017
EXHIBIT INDEX
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Exhibit Number | | Description |
| |
| 10.1 | | United Continental Holdings, Inc. 2017 Incentive Compensation Plan |
