Wheels Up Experience Inc.
For the period ended Jun 10, 2025. Filed Apr 24, 2025.
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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.
Jun 10, 2025 · Filed Apr 24, 2025
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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
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
Wheels Up Experience 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 the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2135 American Way Chamblee, Georgia 30341
NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 2025
To the Stockholders of Wheels Up Experience Inc.:
I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Wheels Up Experience Inc., a Delaware corporation (referred to herein as the “Company”, “Wheels Up”, “we”, “us” or “our”), which will be held online atwww.virtualshareholdermeeting.com/UP2025, on Tuesday, June 10, 2025, at 8:00 a.m., Eastern Time. You may submit questions and vote online during the Annual Meeting. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, and provides cost savings for our stockholders and the Company.
The Annual Meeting will be held for the following purposes, as more fully described in the accompanying Proxy Statement (“Proxy Statement”):
| (1) | To elect each of the four Class I director nominees named in the Proxy Statement to serve until the 2028 annual meeting of stockholders or until the election and qualification of their respective successors (“Proposal No. 1”); |
| (2) | To provide a non-binding, advisory vote to approve named executive officer compensation for the fiscal year ended December 31, 2024 (“Proposal No. 2”); |
| (3) | To ratify, on a non-binding, advisory basis, the appointment of Grant Thornton LLP (“GT”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal No. 3”); |
| (4) | To approve an amendment (the “LTIP Amendment”) to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (as previously amended by Amendment No. 1 thereto, the “Amended and Restated 2021 LTIP”), to increase the aggregate number of shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), available for awards made under the Amended and Restated 2021 LTIP and extend the termination date of such plan to March 26, 2035 (“Proposal No. 4”); |
| (5) | To approve the Wheels Up Experience Inc. Performance Award Agreement, dated as of May 20, 2024 (the “CCO Performance Plan”), granted to David Harvey, the Company’s Chief Commercial Officer, and authorize the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all (“Proposal No. 5”); |
| (6) | To approve the Wheels Up Experience Inc. Performance Award Agreement, dated as of March 31, 2025 (the “CFO Performance Plan”), granted to John Verkamp, the Company’s Chief Financial Officer, and authorize the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all (“Proposal No. 6”); |
| (7) | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, dated November 15, 2023 (the “Amended and Restated Certificate of Incorporation”), to be filed at the discretion of the Company’s board of directors (the “Board” or “Board of Directors”) at any time prior to the 2026 annual meeting of the Company’s stockholders (the “2026 Annual Meeting Date”), providing for (i) a reverse stock split of the outstanding shares of the Company’s Common Stock, at a reverse stock split ratio of not less than 1-for-5 and not greater than 1-for-20, with an exact ratio within that range as may be determined by the Board and specified in a Certificate of Amendment to Amended and Restated Certificate of Incorporation at a later date (the “Reverse Stock Split”) and (ii) contemporaneously with the Reverse Stock Split, a reduction in the number of authorized shares of Common Stock by a ratio corresponding to the reverse stock split ratio (the “Authorized Share Reduction”) (“Proposal No. 7”); and |
| (8) | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned Common Stock of the Company at the close of the trading day on April 11, 2025 can vote at the Annual Meeting or any adjournments or postponements thereof.
Wheels Up’s Board of Directors recommends that you vote:
| (1) | FOR the election of each of the four Class I director nominees named in Proposal No. 1 of the Proxy Statement; |
| (2) | FOR the non-binding, advisory vote to approve named executive officer compensation for the fiscal year ended December 31, 2024, as described in Proposal No. 2 of the Proxy Statement; |
| (3) | FOR ratification, on a non-binding, advisory basis, of the appointment of GT as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, as described in Proposal No. 3 of the Proxy Statement; |
| (4) | FOR approval of the LTIP Amendment to increase the aggregate number of shares of Common Stock available for awards made under the Amended and Restated 2021 LTIP and extend the termination date of such plan to March 26, 2035, as described in Proposal No. 4 of the Proxy Statement; |
| (5) | FOR approval of the CCO Performance Plan and authorization of the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, as described in Proposal No. 5 of the Proxy Statement; |
| (6) | FOR approval of the CFO Performance Plan and authorization of the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all, as described in Proposal No. 6 of the Proxy Statement; and |
| (7) | FOR approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, to be filed at the discretion of the Board at any time prior to the 2026 Annual Meeting Date, the Reverse Stock Split and, contemporaneously with the Reverse Stock Split, the Authorized Share Reduction, as described in Proposal No. 7 of the Proxy Statement. |
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting online, we encourage you to read the accompanying Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and submit your proxy as soon as possible using one of the four convenient voting methods described in the “Information About the Proxy Process and Voting” section in the Proxy Statement. If you receive more than one set of proxy materials or notices of internet availability because your shares are registered in different names or addresses, each proxy card or voting instruction card should be signed and submitted to ensure that all of your shares will be voted. Please note that any stockholder attending the Annual Meeting may vote at the meeting, even if the stockholder has already returned a proxy card or voting instruction card. However, if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy card or voting instruction card issued in your name from that record holder.
We appreciate your continued support of Wheels Up and look forward to receiving your proxy.
By Order of the Board of Directors
Adam Zirkin
Chairperson of the Board
April 24, 2025
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