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 30, 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) |
(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:
| ¨ | 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 4, 2015, United Continental Holdings, Inc. (the “Company”) announced that Gerald Laderman was appointed Senior Vice President – Finance and acting Chief Financial Officer of the Company effective August 3, 2015. Mr. Laderman succeeds John D. Rainey, the Company’s former Executive Vice President and Chief Financial Officer, who resigned from the Company on July 30, 2015 to become chief financial officer of Paypal Holdings, Inc.
Mr. Laderman, age 57, has served as Senior Vice President Finance, Procurement and Treasurer for the Company since 2013 and served as Senior Vice President Finance and Treasurer for the Company from 2010 to 2013. From 2001 to 2010, Mr. Laderman served as senior vice president of finance and treasurer for Continental Airlines, Inc. (“Continental”). Mr. Laderman joined Continental in 1988 as senior director legal affairs, finance and aircraft programs. Prior to joining Continental, Mr. Laderman practiced law at the New York firm of Hughes Hubbard & Reed from 1982 to 1988. He holds a bachelor of arts degree from Dartmouth College and a juris doctor from the University of Michigan Law School.
In connection with Mr. Laderman’s appointment as acting Chief Financial Officer of the Company, he will receive an additional cash payment of $40,000 per month for the duration of his service as acting CFO. The Compensation Committee approved the compensation arrangement for Mr. Laderman in connection with his appointment.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) - (c) |
Not applicable. | |
| (d) | Exhibits: | |
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release issued by the Company on August 4, 2015 | |
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/ Jeffery A. Smisek | |
| Name: | Jeffery A. Smisek | |
| Title: | Chairman, President & Chief Executive Officer | |
Date: August 4, 2015
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release issued by the Company on August 4, 2015 |
| News Release |
| |
| United Airlines | ||
| Worldwide Media Relations | ||
| 872.825.8640 | ||
| media.relations@united.com | ||
United Names Gerry Laderman
Acting Chief Financial Officer
CHICAGO, August 4, 2015—United Airlines (UAL) today announced that Gerald (Gerry) Laderman has been named acting chief financial officer. He succeeds John Rainey, who has resigned to become chief financial officer at PayPal Holdings, Inc.
Laderman, who has held legal and financial positions of increasing responsibility at the company for 27 years, will be responsible for the overall financial operations of the company, including corporate finance, treasury, financial planning and analysis, tax, accounting, investor relations, fleet, procurement, internal audit and risk management.
“Gerry’s financial leadership and deep experience in airline finance are well known on Wall Street, and his significant role in developing and executing United’s strategic and financial plans has proved invaluable over the years. He is well suited to serve in this new role,” said Chairman, President and CEO Jeff Smisek. “John’s work as CFO has built a solid financial foundation for United, helping position us well for the future. We wish him the very best in his new job,” Smisek added.
Laderman most recently has been senior vice president of finance, procurement and treasurer. While in this role, Laderman has done groundbreaking work in aircraft financing, including leading the development of innovative debt structures, which have significantly lowered the cost of capital for the airline. Laderman has also led initiatives to maintain financial stability for the company during the turbulent times the airline industry has faced in the past.
He previously served as vice president of finance and treasurer for Continental Airlines from 2001 to 2010 and joined the company in 1988. Prior to joining Continental, Laderman practiced law at the New York firm of Hughes Hubbard & Reed. Laderman holds a bachelor’s degree from Dartmouth College, and a law degree from the University of Michigan.
UAL will consider internal and external candidates before naming a permanent chief financial officer.
United Names Gerald Laderman Acting Chief Financial Officer/PAGE 2
About United
United Airlines and United Express operate an average of nearly 5,000 flights a day to 362 airports across six continents. In 2014, United and United Express operated nearly two million flights carrying 138 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 nearly 700 mainline aircraft, and this year, the airline anticipates taking delivery of 34 new Boeing aircraft, including the 787-9 and the 737-900ER. United is also welcoming 49 new Embraer E175 aircraft to United Express. The airline is a founding member of Star Alliance, which provides service to 192 countries via 28 member airlines. More than 84,000 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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