United Airlines Holdings Inc
For the period ended May 21, 2025. Filed Apr 10, 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.
May 21, 2025 · Filed Apr 10, 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
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 2025 Annual Meeting of Stockholders, which is scheduled to be held on Wednesday, May 21, 2025 at 9:00 a.m., Central Time.
It is a privilege to serve as the Chairman of the Board and to work closely with our CEO, Scott Kirby, and my fellow Board members to support management’s efforts to make United not only the leading global airline but one of the leading global brands. As Scott explains on the following pages in his letter to you, 2024 was an incredible year for United as the Company provided significant value to its employees, customers, stockholders and the communities that it serves. United ended the year with strong financial results while also improving operational performance. I am excited to see what the future holds as 2024 also marked the beginning of several exciting new announcements by United – including our agreement with SpaceX to bring reliable and fast Wi-Fi service through Starlink to more than 1,000 of our mainline and regional aircraft and the launch of Kinective Media SM. It has been my pleasure to witness the leadership of United’s management team throughout these accomplishments. We thank United’s entire employee base for making United a leading brand in customer service, technological advancements and operational achievements.
The Board continues to be focused on overseeing corporate and business strategy and seeking to ensure that the long-term interests of United and its stockholders are being served. One important area of our oversight is safety. We view the Board’s oversight of the Company-wide dedication to holding United to the highest safety standards as one of the Board’s main priorities. Every full Board meeting in 2024 included a robust discussion on safety, with discussions that addressed management’s implementation and maintenance of the Company’s safety management system, objectives, culture, training and reporting.
The Board’s effective oversight on a variety of topics is made possible by our 13 directors who bring a broad range of perspectives and experiences. Over the past few years, we made progress on thoughtful Board refreshment: seven of our directors joined the Board in the last five years. Further, regular communication with our investors continues to be a key aspect of the Board’s oversight and both the Board and management welcome hearing from our stakeholders on topics that are important to you.
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 important, 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 2025.
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| | Sincerely, |
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| | Edward M. Philip |
| | Chairman of the Board |
A Message from Our Chief Executive Officer
Dear Fellow United Stakeholders,
In 2024, we saw our United Next vision translate into industry-leading financial results that were the culmination of years of thoughtful planning, bold action and strategic investments. Our outlook has always been based on a realistic view of how we believed that the economics of the industry were going to change and how those changes would have the potential to drive structural, permanent and irreversible change.
Years of planning for the future of United have culminated in a differentiated customer experience and improved operational reliability throughout the system. Through continued execution of innovative solutions, we have been able to change what many believed to be unchangeable for our customers’ benefit and grow preference for the United brand.
In the last year, our investments in our business, people and product allowed our operation to perform at its best, carrying a Company record number of customers in 2024, delivering record revenues and strengthening our position in the market.
We have also continued to strengthen our safety culture as safety remains foundational to our success. The entire United team is committed to maintaining the highest safety standards. United has a strong safety record and culture but will never take safety for granted.
With our United Next plan well under way, the team’s vision for long-term growth remains our guiding principle. I would like to also note select highlights from 2024 below:
2024 Financial Results
| ● | We achieved pre-tax income of $4.2 billion with a pre-tax margin of 7.3% and a net income of $3.1 billion; adjusted pre-tax income(1) of $4.6 billion with an adjusted pre-tax margin(1) of 8.1% and an adjusted net income $3.5 billion(1). |
| ● | We delivered full-year diluted earnings per share of $9.45 and adjusted diluted earnings per share of $10.61(1). These results were at the top-end of our initial adjusted diluted earnings per share(1) guidance of $9 to $11. |
| ● | We generated $9.4 billion in operating cash flow and $3.4 billion in free cash flow(1). |
| ● | We announced that our Board authorized a new share repurchase program. As of April 1, 2025, we have returned approximately $444 million to stockholders through the program. |
| (1) | Adjusted pre-tax income, adjusted pre-tax margin, adjusted net income, adjusted diluted earnings per share, and free cash flow are non-GAAP financial measures. Please refer to Appendix A for a definition of each of these measures and a reconciliation of each historical measure to the most directly comparable GAAP financial measure. |
Successful Growth
| ● | We carried the most customers in our history in a year at nearly 174 million systemwide and operated the most mainline flights in a year in our history. |
| ● | We welcomed over 150 new and retrofit aircraft to our fleet that feature United’s signature interior, which includes enough overhead space for each passenger’s carry on, Bluetooth connectivity and screens at every seat. |
| ● | We launched Kinective MediaSM by United Airlines – the first media network that uses insights from travel behaviors to connect customers to personalized advertising from leading brands. |
| ● | We flew the largest international schedule of any U.S. carrier by available seat miles and announced the largest international expansion in our history with our Summer 2025 schedule. |
| ● | We hired over 10,000 employees worldwide in 2024 and continued investing in the development of our existing workforce, with 60% of manager positions filled internally. |
| ● | We achieved adjusted diluted earnings per share(1) at the better end of our initial guidance, demonstrating the success of our growth. |
Innovation and Product Improvements
| ● | We announced a partnership with SpaceX, bringing Starlink’s Wi-Fi service to our fleet, with a planned rollout in May 2025. |
| ● | The United app continues to be the most downloaded airline app and adoption is growing amongst customers, with an eight-point increase in day-of travel use in 2024. |
| ● | We added Spanish translations and a new Basic Economy digital check-in experience on the United app. |
| ● | With the launch of a new seat preference feature, our customers can be automatically reseated when their preferred seat becomes available. |
| ● | We became the first major U.S. airline to allow customers to share and redeem miles in one linked account through the launch of MileagePlus® pooling. |
| ● | We began utilizing generative AI on united.com to expedite customer search and in the airline’s industry-leading flight status notification system to further enable real-time flight status updates to customers. |
Infrastructure Investments for the Future
| ● | We opened an expanded flight training center at our Denver hub, which is the largest facility of its kind in the world. |
| ● | We began work on a new state-of-the-art inflight training center near our Washington, D.C. hub. |
| ● | We opened a state-of-the-art cargo facility at the New York/Newark airport, expanding the airline's cargo space at the hub to 319,000 square feet. |
Sustainability
| ● | United became the first airline to purchase a sustainable aviation fuel (“SAF”) blend at Chicago O'Hare International Airport. |
| ● | Last year, we voluntarily operated with a SAF blend at Amsterdam Airport Schipol, Los Angeles International Airport, London Heathrow Airport, Chicago O'Hare International Airport and San Francisco International Airport. |
| ● | As part of United's Eco-Skies Alliance program, United partnered with the San Francisco 49ers on a pilot project for them to become the first NFL team to purchase SAF for game-related flying on one day. |
Safety
| ● | We saw over 59% of participating employees use our new safety reporting app program. |
| ● | We saw a 7% reduction in recordable injury rates since 2022 as a result of a strong injury prevention program and robust transitional duty program. |
| ● | We introduced a new streamlined inflight medical emergency process to improve communication and enable better and faster medical decisions for customers and crew. |
The entire United team is passionate about our goal of building the world’s best airline. The hard work of our employees – and resulting success – over the last year is something to be proud of. And when our employees are proud of United, we are running a business that ultimately benefits both our customers and stockholders.
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| | Sincerely, |
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| | Scott Kirby |
| | Board Member and Chief Executive Officer |
Notice of 2025 Annual Meeting of Stockholders
Notice is hereby given that the 2025 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 & TimeWednesday, May 21, 2025at 9:00 a.m. CDTWhereVirtually online at www.virtualshareholdermeeting.com/UAL2025Record DateMarch 24, 2025 | |
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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, 2025. | |
| 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/UAL2025.
| By Internet | www.proxyvote.com | | By order of the Board of Directors,E. Anna HaDeputy General Counsel and Corporate Secretary April 10, 2025233 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 is committed to operating 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 supports 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 534,281 sets of proxy materials from being produced and mailed. The 834,814 pounds of paper being saved in this process represent the following: | |
| 1,670 tons of wood saved; or the equivalent of 10,000 trees | |
| 10.6 billion BTU’s saved; or the equivalent of 12,700 residential refrigerators operating for one year | |
| 7,500,000 pounds of CO2 saved; or the equivalent of 681 cars operating for one year | |
| 8,930,000 gallons of water saved; or the equivalent of 406 swimming pools | |
| 492,000 pounds of solid waste saved | |
| 666 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 21, 2025:
Our Board of Directors is soliciting your proxy on behalf of the Company for the Annual Meeting, which will be held on May 21, 2025 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 10, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials to stockholders informing them that this Notice of 2025 Annual Meeting of Stockholders, the accompanying proxy statement and our 2024 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, including our Corporate Impact Report, 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.