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): July 14, 2016

UNITED CONTINENTAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

(872) 825-4000

Registrant’s telephone number, including area code

N/A

(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))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)          As described in the Current Report on Form 8-K filed by United Continental Holdings, Inc., a Delaware corporation (the “Company”) on April 20, 2016, as amended by Amendment No. 1 to the Form 8-K filed on April 21, 2016, the Company entered into an agreement on April 19, 2016 with PAR Capital Management, Inc., a Delaware corporation (“PAR Capital”), Altimeter Capital Management, LP, a Delaware limited partnership (“Altimeter Capital” and, together with PAR Capital, the “Stockholders”), and certain other signatories listed on the signature page thereto (the “Agreement”) pursuant to which, among other provisions, the Nominating/Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company and the Stockholders agreed to work together in good faith to identify an additional independent director who would be mutually agreeable to the Board and the Stockholders.

The Committee and the Stockholders mutually identified and proposed that Edward M. Philip be appointed as the additional independent director under the Agreement and on July 14, 2016, the Board appointed Mr. Philip to the Board.  Mr. Philip will serve on the Nominating/Governance Committee, the Audit Committee and the Public Responsibility Committee of the Board.

Mr. Philip will be compensated for his service on the Board in the same manner as the Company’s other non-employee directors elected by the holders of the Company’s common stock. For a description of the Company’s director compensation programs, see “2015 Director Compensation” in the Company’s Proxy Statement for the 2016 Annual Meeting of Stockholders held on June 8, 2016, filed with the Securities and Exchange Commission on April 29, 2016.

Mr. Philip is not a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.

On July 19, 2016, the Company issued a press release announcing the appointment of Mr. Philip to the Board.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

ITEM 9.01. Financial Statements and Exhibits.

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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.

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EXHIBIT INDEX

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Exhibit 99.1

United Continental Holdings Names

Edward Philip to Board of Directors

CHICAGO, July 19, 2016 — United Continental Holdings (NYSE: UAL) announced today that Edward “Ted” Philip is joining its Board of Directors. Philip brings to United nearly three decades of leadership across the technology, health care and financial services sectors.

Philip currently serves as the chief operating officer of Partners in Health, a global non-profit healthcare organization providing medical services to people in underserved communities around the world. Prior to joining Partners in Health, Philip served as managing general partner at Highland Consumer Fund. He was also one of the founding members of internet search company, Lycos, Inc. During his tenure with Lycos, Philip held the positions of president, chief operating officer and chief financial officer at different times. Prior to joining Lycos, he spent time as the vice president of finance for The Walt Disney Company and a number of years in investment banking.

“Ted’s diverse background in finance and technology will be a strong asset to our board,” said United president and CEO Oscar Munoz. “As we continue to drive United’s strong momentum, Ted’s addition will bring fresh and valuable guidance.”

“I join Oscar and the entire board in welcoming Ted,” said Robert Milton, chairman of United Continental Holdings. “He brings new perspective and unique experience to the table that complement our well-rounded board.”

“As a long standing customer, I look forward to playing a role in United’s future success and working alongside the rest of the board in supporting the leadership team in achieving the company goals,” said Philip.

Philip is a director of Hasbro, Inc. and BRP Inc. Philip received a BA in Economics and Mathematics from Vanderbilt University and an MBA from Harvard Business School.

About United

United Airlines and United Express operate an average of 5,000 flights a day to 336 airports across six continents. In 2015, United and United Express operated more than 1.5 million flights carrying more than 140 million customers. United is proud to have the world’s most comprehensive route network, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C. United operates more than 715 mainline aircraft, and this year, the airline anticipates taking delivery of 21 new Boeing aircraft,

including 737 NGs, 787s and 777s. The airline is a founding member of Star Alliance, which provides service to 192 countries via 28 member airlines. Approximately 86,000 United employees reside in every U.S. state and in countries around the world. For more information, visit united.com, follow @United on Twitter or connect on Facebook. The common stock of United’s parent, United Continental Holdings, Inc., is traded on the NYSE under the symbol UAL.

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