Form 8-K

 

 

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): June 10, 2015

 

 

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)

(827) 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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 10, 2015, United Continental Holdings, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). The proposals submitted to the stockholders at the Annual Meeting were as follows:

 

    Proposal 1 – the election of the members of the Company’s Board of Directors (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, 2015;

 

    Proposal 3 – an advisory resolution approving the compensation of the Company’s named executive officers, as presented in the Company’s definitive proxy statement; and

 

    Proposal 4 – a stockholder proposal regarding stockholder action by written consent without a meeting.

Each proposal is described in detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 24, 2015.

At the Annual Meeting, the Company’s stockholders elected each director nominee to the Board, ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries, and rejected a stockholder proposal regarding stockholder action by written consent without a meeting. The stockholders also 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. 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 13 director nominees to the Board, of which 11 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 11 director nominees listed in the table below.

 

     For      Against      Abstain      Broker Non-Votes  

Carolyn Corvi

     311,591,570         3,899,094         636,257         22,541,349   

Jane C. Garvey

     311,380,903         4,095,525         650,493         22,541,349   

Walter Isaacson

     311,394,050         4,116,589         616,282         22,541,349   

Henry L. Meyer III

     310,940,816         4,537,116         648,989         22,541,349   

Oscar Munoz

     311,876,658         3,610,154         640,109         22,541,349   

William R. Nuti

     310,310,879         5,152,557         663,485         22,541,349   

Laurence E. Simmons

     311,201,788         4,274,344         650,789         22,541,349   

Jeffery A. Smisek

     306,971,711         8,423,619         731,591         22,541,349   

David J. Vitale

     310,559,280         4,915,173         652,468         22,541,349   

John H. Walker

     310,845,720         4,614,240         666,961         22,541,349   

Charles A. Yamarone

     311,942,519         3,572,072         612,330         22,541,349   

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 James J. Heppner 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 Richard A. Delaney as the IAM director.

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

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, 2015.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

335,386,766   2,583,671   697,833   —  


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

309,861,004   5,570,010   695,907   22,541,349

Proposal 4 – Stockholder Proposal Regarding Stockholder Action By Written Consent Without a Meeting

The Company’s stockholders rejected a stockholder proposal regarding stockholder action by written consent without a meeting.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

105,240,668   209,806,105   1,080,148   22,541,349


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 CONTINENTAL HOLDINGS, INC.
By:

/s/ Jennifer L. Kraft

Name: Jennifer L. Kraft
Title: Deputy General Counsel and Secretary
Date: June 12, 2015