United Airlines Holdings, Inc.
For the period ended May 19, 2026. Filed Apr 7, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 19, 2026 · Filed Apr 7, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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United Airlines Holdings, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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A Message from Our Chairman
Dear Fellow United Stockholders,
On behalf of the United Airlines Holdings, Inc. Board of Directors, it is my pleasure to invite you to attend our 2026 Annual Meeting of Stockholders, which is scheduled to be held on Tuesday, May 19, 2026 at 9:00 a.m., Central Time.
As I enter my fifth year as the Chairman of the Board of Directors of United Airlines, I remain incredibly proud to serve in this role. While 2025 brought unique challenges to this industry, United managed to remain laser focused on the customer experience and building brand loyalty. United did this while continuing to bolster its resiliency and drive to create value for our stockholders by delivering strong financial results. During 2026, United will celebrate its centennial anniversary and I am excited to see what the future holds as we continue to improve the innovative products we offer on our aircraft, enhance customer experience through the rollout of new features on the United app and expand Starlink to our fleet. On behalf of the Board, we want to thank United’s entire employee base, who makes all of this possible.
Throughout the past year, the Board continued to support the Company’s strategic direction and prudent use of capital to increase stockholder value while also overseeing the Company’s management of key risks that face the industry. The most significant risk that the Board oversees is ensuring that United maintains the highest standards of safety. In 2025, we prioritized standalone discussions of safety at each of our regular quarterly Board meetings, including reviews of the Company’s safety management systems and processes, industry-wide safety considerations and the evolving regulatory landscape, among other topics.
Our Board consists of directors with depth and breadth of experience aligned with United’s long-term strategy, key risks and opportunities, helping us provide effective support and oversight. We have worked carefully to evolve the Board’s membership with a focus on having an appropriate mixture of tenure and experience that includes both new perspectives and continuity.
Lastly, I want to emphasize the importance of our stockholders. The Board and management team value ongoing dialogue with our stockholders in order to understand their priorities and perspectives and the Board oversees our stockholder engagement program. During 2025 and early 2026, a broad range of topics were discussed—including our strategy, executive compensation and sustainability—and feedback from the conversations is shared with the Board and relevant committees. We encourage you to continue to engage with us.
This Proxy Statement includes information about director elections and the other proposals up for a vote at the Annual Meeting. We hope you will participate in the Annual Meeting by attending virtually and ask that you vote, as promptly as possible, through one of the options outlined in the Proxy Statement, whether or not you plan to join us for the Annual Meeting. Your participation is crucial, so please exercise your right to vote.
| I join our entire Board in thanking you for your interest and continued confidence in United and the opportunity to serve United as directors on your behalf. We hope that you and your families will have an opportunity, whether for business or pleasure, to travel with us in 2026. | |
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| | Sincerely, |
| Edward M. PhilipChairman of the Board |
A Message from Our Chief Executive Officer
Dear Fellow United Stockholders,
For the past decade, our strategy has been focused on becoming the best airline in the history of aviation. We are making important progress on accomplishing our goal by building a brand-loyal airline that customers love through our investments in our employees, service, fleet, product, technology and infrastructure. At the same time, we have strengthened our balance sheet and improved credit ratings. Our strategy is succeeding as our execution of several critical initiatives during the last year has helped to move us to the top of the industry from a financial and operational perspective, creating significant value for our stockholders.
One of the pillars of our strategy is our commitment to operational excellence. In the face of what has continued to be a challenging environment for our industry as a whole, our employees are driving our best customer satisfaction scores in our history.
We know that building a great airline for our employees and customers will lead to strong financial results and is the surest path to rewarding our long-term stockholders. Our impressive financial performance can be seen with our profit margin continuing to be near the top of the industry. We were also the only airline of our U.S. competitors(1) to grow adjusted diluted earnings per share(2) year-over-year in 2025. In addition, we are nearing our goal of having an investment-grade credit rating.
While we are proud of our accomplishments, we have always known that industry stress events are inevitable. The war in Iran is the latest stress event. Coming out of the COVID-19 pandemic, I made a commitment to our employees that our management team will do everything possible to improve United financially so that we would never again need to furlough employees in times of stress. Because of the success that we have achieved through our strategy to win brand-loyal customers and elevate our financial results, we are in a position to keep that commitment. We will also be looking for opportunities that higher-priced oil may create to reinforce our drive to deliver long-term growth and stockholder value.
Our focus is on continuing to innovate, invest in our people and pursue key priorities that enhance the experience of our customers, but it is worth reviewing some of the highlights from 2025:
2025 Financial Results
| • | We achieved pre-tax earnings of $4.3 billion, pre-tax margin of 7.3% and net income of $3.4 billion; adjusted pre-tax earnings(2) of $4.6 billion, adjusted pre-tax margin(2) of 7.8% and adjusted net income(2) of $3.5 billion. |
| • | We delivered full-year diluted earnings per share of $10.20 and adjusted diluted earnings per share(2) of $10.62. |
| • | We generated $8.4 billion of operating cash flow and $2.7 billion in free cash flow(2). |
| (1) | For purposes of this comparison, our U.S. competitors are Delta, American, Southwest, JetBlue, Alaska, Spirit and Frontier. Comparisons to adjusted diluted earnings per share year-over-year of our U.S. competitors are based on this measure as reported by such companies. Because this non-GAAP financial measure is not calculated in accordance with GAAP, there may be differences in method and in the items being adjusted as reported by our U.S. competitors. |
| (2) | Adjusted diluted earnings per share, adjusted pre-tax earnings, adjusted pre-tax margin, adjusted net income, and free cash flow are non-GAAP financial measures. Please refer to Appendix A for additional information and a reconciliation of each historical measure to the most directly comparable GAAP financial measure. |
Successful Growth
| • | We carried 181 million passengers – the most passengers in our history in a year. We operated the largest mainline flight schedule in our history, including an average of 303 daily widebody departures. |
| • | We continued to expand our leading global network, beginning service on 29 routes domestically and in Canada and 13 new international destinations. We now operate flights to more than 380 destinations worldwide and we are the only U.S. legacy carrier with service to more than 75 of these destinations. |
| • | We expanded our premium offerings, setting a Company record high of 27.4 million premium seats across our fleet, which accounted for 12% of all seats flown in 2025. |
| • | We hired more than 13,000 employees worldwide in 2025 and now employ more than 113,000 people around the world. |
| • | We maintained a robust aircraft orderbook, with more than 250 deliveries(3) expected through April 2028. |
Innovation, Fleet and Product Improvements
| • | We continued installing Starlink across our planned regional fleet, completing the project earlier this year, resulting in more than 300 aircraft bringing high-speed Wi-Fi to MileagePlus® members for free. |
| • | We welcomed more than 200 new or retrofitted aircraft with our Signature interior into our fleet in 2025, each including enough overhead space for every passenger’s bag and Bluetooth connectivity and screens at every seat. Within two years we expect to have more than 227,000 screens on more than 1,200 aircraft. |
| • | We achieved the highest customer satisfaction score for a full year as measured by the Net Promoter Score since 2022 among on-time passengers, including a seven-point increase in the check-in experience thanks to our investments in the lobby, improved kiosks and mobile app. And despite challenges like the government shutdown, we achieved our highest fourth-quarter customer satisfaction score in Company history. |
| • | We launched new, personalized features in the United app, including enhanced step-by-step wayfinding, live activities on the day of travel, a bag-tracking redesign and additional connection information. By the fourth quarter, 85% of customers used the United app on their day of travel. |
Sustainability and Aviation Innovation
| • | We purchased blended sustainable aviation fuel (SAF) for use at Houston, Newark and Washington Dulles, growing SAF use to six hubs – LAX, SFO, ORD, IAH, EWR and IAD.(4) |
| • | United Airlines Ventures, which invests in start-ups developing innovative technologies advancing the aviation industry, announced investments in aerospace companies JetZero and AstroMechanica and travel experience and customer engagement companies Dfinitiv and Mindtrip. |
Investments for the Future
| • | We opened our fourth United Club location in Denver and the second grab-and-go Club Fly location in Houston. |
| • | We reopened a 50% larger United Polaris® lounge at Chicago O’Hare, providing our customers with a luxurious, relaxing start to their travel to 18 long-haul international destinations served from the hub. |
| • | We began our $2.5 billion Terminal B redevelopment project at our Houston hub, which will include 40 updated gates and the largest United Club in the network at over 50,000 square feet. Terminal B and the new United Club are planned to open later this year. |
| • | We brought TSA PreCheck Touchless ID to the Washington Dulles and Houston airports and expanded usage in the San Francisco and Chicago O'Hare airports last year. More than 3.5 million customers used this feature for a more efficient trip in 2025. |
| (3) | Including operating leases. |
| (4) | SAF is only used at specific airports and is not used on all flights. As of December 2024, the total volume of SAF used in our operations represented approximately 0.3% of our total aviation fuel usage. SAF must be blended with conventional fuel in accordance with regulatory requirements. Use of blended SAF results in lower carbon emissions on a lifecycle basis than conventional fuel alone, but still results in emissions. For further information about our environmental impact, review United’s Corporate Impact Report and Annual Report on Form 10-K, available at corporateimpact.united.com and ir.united.com. |
Safety
| • | The rate of flight attendant injuries from turbulence declined by 18% and the rate of such injuries below 10,000 feet declined by 45% following data-driven policy changes made in late 2024. We also saw 50% fewer serious injury incidents year over year.(5) |
| • | We saw an increase in employee utilization of our safety reporting app program to 60%, which resulted in more efficient and easier on-demand reporting. |
Oil is trading at over $110 per barrel as I write this letter. As we look to the future, perhaps the biggest change at United is we have positioned our airline to stay focused on and investing in the long-term, even as we make tactical near-term adjustments in the face of higher fuel costs. And the best is yet to come: we plan to add about 250 new planes(3) to our fleet by April 2028, includingour new Boeing 787-9 with United Elevated interior anda new Airbus A321neo called the “Coastliner.”And we just announced the United Relax Row SM, anew set of United Economy® seats that transform into a couch, creating an even more comfortable option for customers traveling in the United Economy cabin on long-haul flights.
We will also continue to make significant investments in our technology, our product, our people and the infrastructure at the airports we serve. Our people are doing a great job taking care of customers and I am very proud of all they are doing to make United the best airline in the history of aviation. Thank you for flying us. We know we have to earn your loyalty each and every day and that we have to continue innovating, wowing you and surprising you by doing something different than you have ever seen on any other airline anywhere in the world. Our stockholders win when our customers and employees love United Airlines.
| I join our entire Board in thanking you for your interest and continued confidence in United and the opportunity to serve United as directors on your behalf. We hope that you and your families will have an opportunity, whether for business or pleasure, to travel with us in 2026. | |
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| | Sincerely, |
| Scott KirbyBoard Member and Chief Executive Officer | |
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| (5) | Information relates to United’s mainline operations. Serious injury incidents refer to those as defined by the National Transportation Safety Board. |
Notice of 2026 Annual Meeting of Stockholders
Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of United Airlines Holdings, Inc. (“We,” “us,” “our,” United” or the “Company”) will be held by live webcast at the date, time and website noted below. Only stockholders of record at the close of business on the record date are entitled to vote on the matters presented at the Annual Meeting (or any adjournment or postponement thereof).
| Meeting Agenda | | Date & TimeTuesday, May 19, 2026at 9:00 a.m. CDTWhereVirtually online at www.virtualshareholdermeeting.com/UAL2026Record DateMarch 24, 2026 |
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| Proposals That Require Your Vote | | |
| 1 | The election of the director nominees named in the attached proxy statement for a one-year term. | |
| 2 | The ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026. | |
| 3 | A vote to approve, on a nonbinding advisory basis, the compensation of our named executive officers. | |
| 4 | Advisory vote on the stockholder proposal described in this Proxy Statement, if properly presented at the Annual Meeting. | |
| In addition, we will transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | | |
Your Vote is Important
We encourage all stockholders of record to read the attached proxy statement with care and vote right away using any of the following methods, even if they intend to attend the Annual Meeting. If you plan to vote during the Annual Meeting, you may do so if you enter the control number found on your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card, as applicable, at the time you log into the meeting atwww.virtualshareholdermeeting.com/UAL2026.
| By Internet | www.proxyvote.com | | By order of the Board of Directors,E. Anna HaDeputy General Counsel and Corporate Secretary April 7, 2026233 S. Wacker DriveChicago, Illinois 60606 |
| By Phone | In the U.S. or Canada dial toll-free 1-800-690-6903 | | |
| By Mail | Cast your ballot, sign your proxy card and send in our prepaid envelope | | |
| By QR Code | Scan this QR code to vote with your mobile device (may require free app) | |
Electronic Delivery of Proxy Materials
United seeks to operate more sustainably and responsibly.
We encourage all stockholders to voluntarily elect to receive all proxy materials electronically. This helps reduce the paper mailed to you and plays a small role in supporting our goal of reducing our emissions.
| Sign up for e-delivery at proxyvote.com. Please have your control number available. | Benefits of E-Delivery:●immediate and convenient access to the materials●helps us reduce our impact on the environment●helps us reduce our printing and mailing costs |
| | Our Environmental ImpactOur E-Delivery initiative has resulted in the elimination of 449,962 sets of proxy materials from being produced and mailed. The 506,207 pounds of paper being saved in this process represent the following estimated impacts: |
| 1,010 tons of wood saved; or the equivalent of 6,060 trees or 94.1 acres of forest | |
| 6.45 billion BTU’s saved; or the equivalent of 7,680 residential refrigerators operating for one year | |
| 3,540,000 pounds of CO2 saved; or the equivalent of 322 cars operating for one year | |
| 5,410,000 gallons of water saved; or the equivalent of 271 swimming pools | |
| 282,000 pounds of solid waste saved | |
| 404 pounds of hazardous air pollutants saved | |
| Environmental impact estimates are calculated using the Environmental Paper Network Paper Calculator. For more information, visit www.papercalculator.org. | |
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Important** notice regarding the availability of proxy materials for the Annual Meeting to be held on May 19, 2026: **
Our Board of Directors is soliciting your proxy on behalf of the Company for the Annual Meeting, which will be held on May 19, 2026 at 9:00 a.m. Central Time, or any adjournment or postponement thereof. Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the internet, thereby capturing cost and environmental benefits. On or about April 7, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials to stockholders informing them that this Notice of 2026 Annual Meeting of Stockholders, the accompanying proxy statement and our 2025 Annual Report on Form 10-K are available free of charge atwww.proxyvote.com, a site that does not have “cookies” that identify visitors to the site. We also will begin sending a paper copy of the proxy materials to those stockholders of record who have requested a paper copy. Brokers and other nominees who hold shares on behalf of beneficial owners may be sending their own similar notices. The proxy materials are available on our investor relations website,** ir.united.com**. Information on our website as well as within our Corporate Impact Report (at https://corporateimpact.united.com), is not considered part of the proxy statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.