Amended Current Report Filing (8-k/a)
May 22 2020 - 4:04PM
Edgar (US Regulatory)
0000100517
true
On December 6, 2019, United Airlines Holdings, Inc. (the Company), the parent company of United Airlines, Inc. (United), filed a Current Report on Form 8-K (the December 8-K) with the Securities and Exchange Commission (the SEC) reporting that, on December 5, 2019, the Company announced the appointment of J. Scott Kirby to the role of Chief Executive Officer (CEO) of the Company, effective immediately following the Companys 2020 Annual Meeting of Stockholders (the 2020 Annual Meeting). The 2020 Annual Meeting was held on May 20, 2020. On May 12, 2020, the Company filed a Current Report on Form 8-K (the May 8-K) with the SEC reporting that, on May 11, 2020, the Company announced the appointment of Brett J. Hart as President of the Company, effective immediately following the 2020 Annual Meeting. The Company is filing this Amendment No. 1 to the December 8-K and to the May 8-K to disclose changes to the compensation levels of Messrs. Kirby and Hart in connection with their new roles.
0000319687
true
On December 6, 2019, United Airlines Holdings, Inc. (the Company), the parent company of United Airlines, Inc. (United), filed a Current Report on Form 8-K (the December 8-K) with the Securities and Exchange Commission (the SEC) reporting that, on December 5, 2019, the Company announced the appointment of J. Scott Kirby to the role of Chief Executive Officer (CEO) of the Company, effective immediately following the Companys 2020 Annual Meeting of Stockholders (the 2020 Annual Meeting). The 2020 Annual Meeting was held on May 20, 2020. On May 12, 2020, the Company filed a Current Report on Form 8-K (the May 8-K) with the SEC reporting that, on May 11, 2020, the Company announced the appointment of Brett J. Hart as President of the Company, effective immediately following the 2020 Annual Meeting. The Company is filing this Amendment No. 1 to the December 8-K and to the May 8-K to disclose changes to the compensation levels of Messrs. Kirby and Hart in connection with their new roles.
8-K/A
2019-12-05
false
false
false
false
0000100517
2019-12-02
2019-12-03
0000100517
UAL:UnitedAirLinesIncMember
2019-12-02
2019-12-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 3, 2019
UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.
(Exact name of registrant as specified in
its charter)
Delaware
|
|
001-06033
|
|
36-2675207
|
Delaware
|
|
001-10323
|
|
74-2099724
|
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer
|
of incorporation)
|
|
|
|
Identification Number)
|
233 S. Wacker Drive, Chicago, IL
|
|
60606
|
233 S. Wacker Drive, Chicago, IL
|
|
60606
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(872) 825-4000
(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:
|
o
|
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|
|
o
|
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
|
|
o
|
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.
Registrant
|
|
Title of each class
|
|
Trading
Symbol
|
|
Name of each exchange
on which registered
|
United Airlines Holdings, Inc.
|
|
Common Stock, $0.01 par value
|
|
UAL
|
|
The Nasdaq Stock Market LLC
|
United Airlines, Inc.
|
|
None
|
|
None
|
|
None
|
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 o
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. o
Explanatory Note
On December 6, 2019, United Airlines Holdings,
Inc. (the “Company”), the parent company of United Airlines, Inc. (“United”), filed a Current Report on
Form 8-K (the “December 8-K”) with the Securities and Exchange Commission (the “SEC”) reporting that, on
December 5, 2019, the Company announced the appointment of J. Scott Kirby to the role of Chief Executive Officer (“CEO”)
of the Company, effective immediately following the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual
Meeting”). The 2020 Annual Meeting was held on May 20, 2020.
On May 12, 2020, the Company filed a Current
Report on Form 8-K (the “May 8-K”) with the SEC reporting that, on May 11, 2020, the Company announced the appointment
of Brett J. Hart as President of the Company, effective immediately following the 2020 Annual Meeting.
The Company is filing this Amendment No.
1 to the December 8-K and to the May 8-K to disclose changes to the compensation levels of Messrs. Kirby and Hart in connection
with their new roles.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2020, in connection with the
expanded responsibilities of Mr. Kirby upon his transition to the role of CEO and of Mr. Hart upon his transition to the role of
President, the Compensation Committee of the Board of Directors of the Company approved certain compensation changes for both officers.
The Compensation Committee approved an annual compensation package for Mr. Kirby with an annual base salary of $1,000,000, a target
annual incentive program (“AIP”) opportunity equal to 250% of base salary, and a target long-term incentive (“LTI”)
opportunity equal to ten times base salary. With respect to Mr. Hart, the Compensation Committee approved an annual compensation
package with an annual base salary of $775,000 (which is unchanged from the annual base salary for Mr. Hart’s prior role),
a target AIP opportunity equal to 175% of base salary, and a target LTI opportunity equal to 7.5 times base salary. As described
below, these compensation changes largely will not be reflected in 2020 compensation paid to Messrs. Kirby and Hart since Messrs.
Kirby and Hart have both waived 100% of their base salaries though the end of 2020, the Company has previously disclosed that it
is extremely unlikely that the Company will achieve a payout under the 2020 AIP awards, and the new LTI opportunity is reduced
and pro-rated based only on the portion of the year that each executive serves in his new role (as further described in the following
paragraph).
Based on these new compensation levels,
and consistent with its customary practice, the Compensation Committee approved and granted LTI awards in the amount of $2,285,000
for Mr. Kirby and $1,800,000 for Mr. Hart. The amounts of these awards reflect the offset of regular awards received earlier
in the year and represent the new LTI opportunity for the portion of the year that the officers will serve in their new roles.
These May 2020 LTI awards are in the form of time-vested restricted stock units that vest ratably over a three-year period based
on continued service, with the first vesting scheduled to occur on February 28, 2021.
As previously disclosed, Messrs. Kirby and
Hart have each waived portions of their base salaries in recognition of the impact of the COVID-19 pandemic on the Company’s
business and to lead by example. Mr. Kirby waived 100% of his base salary from March 10, 2020 through the end of the year. Beginning
on March 16, 2020, Mr. Hart waived 50% of his base salary in his role as the Company’s Executive Vice President and Chief
Administrative Officer and, in connection with his transition to the role of President, has waived 100% of his base salary from
May 20, 2020 through the end of the year. In addition, as previously disclosed, the Company believes it is extremely unlikely that
the Company’s AIP awards will pay out for 2020 because the design of this program requires the Company to have a profit in
order to satisfy the minimum annual payment criteria. Additionally, under the design of the AIP, in addition to other Company performance
requirements, payments would only be made to Messrs. Kirby and Hart for those years when our frontline employees receive a profit
sharing payment. Finally, the role of Executive Vice President and Chief Administrative Officer was not replaced upon Mr. Hart’s
transition to the role of President.
As
previously disclosed, on April 20, 2020, United entered into a Payroll Support Program Agreement (the "PSP Agreement")
with the U.S. Treasury Department providing the Company with total funding of approximately $5.0 billion pursuant to the Payroll
Support Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). Under the PSP Agreement,
the Company and its business are subject to certain restrictions, including, but not limited to, certain limitations on executive
compensation. Although the new compensation levels for Messrs. Kirby and Hart were set with reference to market practices of an
industry peer group, the Company acknowledges that as a result of the PSP Agreement limitations on executive compensation, Messrs.
Kirby and Hart may not realize the full value of their respective compensation packages during any period in which those limitations
apply. The Company will continue to monitor and administer its executive compensation programs to be in compliance with
the PSP Agreement limitations.
The
new base salary and total compensation levels approved by the Compensation Committee for Mr. Kirby for his service as the Company’s
CEO are lower than the base salary and total compensation levels for Oscar Munoz, who served as the Company’s CEO immediately
prior to Mr. Kirby’s appointment. In addition, the base salary and total compensation levels approved by the Compensation
Committee for Mr. Hart for his service as the Company’s President are lower than the base salary and total compensation levels
for Mr. Kirby for his service in the role of President.
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.
|
UNITED AIRLINES HOLDINGS, INC.
UNITED AIRLINES, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Jennifer L. Kraft
|
|
Name:
|
Jennifer L. Kraft
|
|
Title:
|
Vice President and Secretary
|
|
|
|
|
|
|
Date: May 22, 2020
|
|
|
Co-Registrant CIK
|
0000319687
|
Co-Registrant Amendment Flag
|
true
|
Co-Registrant Amendment Description
|
On December 6, 2019, United Airlines Holdings, Inc. (the Company), the parent company of United Airlines, Inc. (United), filed a Current Report on Form 8-K (the December 8-K) with the Securities and Exchange Commission (the SEC) reporting that, on December 5, 2019, the Company announced the appointment of J. Scott Kirby to the role of Chief Executive Officer (CEO) of the Company, effective immediately following the Companys 2020 Annual Meeting of Stockholders (the 2020 Annual Meeting). The 2020 Annual Meeting was held on May 20, 2020. On May 12, 2020, the Company filed a Current Report on Form 8-K (the May 8-K) with the SEC reporting that, on May 11, 2020, the Company announced the appointment of Brett J. Hart as President of the Company, effective immediately following the 2020 Annual Meeting. The Company is filing this Amendment No. 1 to the December 8-K and to the May 8-K to disclose changes to the compensation levels of Messrs. Kirby and Hart in connection with their new roles.
|
Co-Registrant Form Type
|
8-K/A
|
Co-Registrant DocumentPeriodEndDate
|
2019-12-05
|
Co-Registrant Written Communications
|
false
|
Co-Registrant Solicitating Materials
|
false
|
Co-Registrant PreCommencement Tender Offer
|
false
|
Co-Registrant PreCommencement Issuer Tender Offer
|
false
|
Co-Registrant Entity Emerging Growth Company
|
false
|
United Airlines (NASDAQ:UAL)
Historical Stock Chart
From Apr 2024 to May 2024
United Airlines (NASDAQ:UAL)
Historical Stock Chart
From May 2023 to May 2024