UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
|
Filed by the Registrant x | |||
|
| |||
|
Filed by a Party other than the Registrant o | |||
|
| |||
|
Check the appropriate box: | |||
|
o |
Preliminary Proxy Statement | ||
|
o |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
|
o |
Definitive Proxy Statement | ||
|
o |
Definitive Additional Materials | ||
|
x |
Soliciting Material under §240.14a-12 | ||
|
| |||
|
UNITED CONTINENTAL 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 the appropriate box): | |||
|
x |
No fee required. | ||
|
o |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
|
|
(1) |
Title of each class of securities to which transaction applies: | |
|
|
|
| |
|
|
(2) |
Aggregate number of securities to which transaction applies: | |
|
|
|
| |
|
|
(3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
|
|
|
| |
|
|
(4) |
Proposed maximum aggregate value of transaction: | |
|
|
|
| |
|
|
(5) |
Total fee paid: | |
|
|
|
| |
|
o |
Fee paid previously with preliminary materials. | ||
|
o |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
|
|
(1) |
Amount Previously Paid: | |
|
|
|
| |
|
|
(2) |
Form, Schedule or Registration Statement No.: | |
|
|
|
| |
|
|
(3) |
Filing Party: | |
|
|
|
| |
|
|
(4) |
Date Filed: | |
|
|
|
| |
After the close of business Eastern time on March 14, 2016, United Continental Holdings, Inc. (the “Company”) replaced the click-through legend to access material on the website http://united.shareholderresource.com (the “Website”) with the following:
Disclaimer
Forward-looking Statements
This website contains forward-looking statements that reflect the expectations and beliefs of United Continental Holdings, Inc. (the “Company” or “UAL”) with respect to certain current and future events, including its future plans with respect to the Board and anticipated financial and operating performance. Factors that could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to, those described in Part I, Item 1A., “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as well as other risks and uncertainties set forth from time to time in the reports the Company files with the U.S. Securities and Exchange Commission (the “SEC”). All forward-looking statements on this website are based upon information available to the Company on the date of the publication thereof on this website or, in the case of any document publicly released or filed with the SEC prior to the date of the publication thereof on this website, as of the time such document was first publicly released or filed with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law.
Regulation G Disclosure Statement
UAL evaluates its financial performance utilizing various accounting principles generally accepted in the United States of America (“GAAP”) and non-GAAP financial measures, including, without limitation, Adjusted EBITDAR, adjusted pre-tax income, adjusted free cash flow, adjusted total debt outstanding, and non-fuel CASM. CASM is a common metric used in the airline industry to measure an airline’s cost structure and efficiency. Pursuant to SEC Regulation G, UAL has included reconciliations of reported non-GAAP financial measures to comparable financial measures reported on a GAAP basis. UAL includes such measures because management believes they permit investors to view UAL’s performance using the same tools that management uses and to better evaluate UAL’s ongoing performance.
Additional Information and Where to Find It
This website may be deemed to be solicitation material in connection with the matters to be considered at the UAL’s 2016 annual meeting (the “2016 Annual Meeting”) of stockholders. UAL intends to file a proxy statement and a WHITE proxy card with the SEC in connection with any such solicitation of proxies from UAL stockholders. UAL STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain any proxy statement,
any amendments or supplements thereto and other documents filed by UAL with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at UAL’s website at www.ir.united.com in the “Securities Filings” section or by writing to UAL at 233 South Wacker Drive Chicago, Illinois 60606, Attention: Corporate Secretary.
Participants in the Solicitation
UAL and its directors and executive officers may be deemed to be participants in the solicitation of proxies from UAL’s stockholders in connection with the matters to be considered at the 2016 Annual Meeting. Investors may obtain information regarding UAL and its directors and executive officers in UAL’s Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on February 18, 2016, and UAL’s definitive proxy statement for its 2015 annual meeting of stockholders (the “2015 Annual Meeting”), which was filed with the SEC on April 24, 2015. To the extent holdings of UAL securities by UAL’s directors or executive officers have changed since the amounts disclosed in the definitive proxy statement for the 2015 Annual Meeting, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants in the solicitation, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the 2016 Annual Meeting.
Third-Party Statements of Support
UAL has published certain third-party statements of support on this website. UAL disclaims all responsibility for such statements, including any forward-looking statements contained therein.
In addition, the Company replaced the “Public Statements of Support” page on the Website with the following:
|
|
The Company also added the following to the Website:
Statement by United Union Coalition
Regarding Today’s Labor Summit
Held by United CEO Oscar Munoz
United Union Coalition
|
Captain Todd Insler Air Line Pilots Association |
Sara Nelson Association of Flight Attendants-CWA |
|
|
|
|
Ken Diaz Association of Flight Attendants-CWA |
Randy Hatfield Association of Flight Attendants-CWA |
|
|
|
|
Kathleen Domondon Association of Flight Attendants-CWA |
Mike Klemm International Association of Machinists & Aerospace Workers |
Craig Symons
Professional Airline Flight Control Association
March 14, 2016
“The airline business is a people business. For too long the talents and strengths of the people who make United Airlines fly have been taken for granted or even held in contempt by former managements.
“Today’s ‘Labor Summit’ held by United CEO Oscar Munoz signals a long-overdue fresh approach to labor/management relations at United Airlines. We appreciate Mr. Munoz’ outreach to us — especially on his first day back after a medical leave — and welcome his initiative to build an airline of inclusion and collaboration.
“We have evidence of Mr. Munoz’ leadership already and support his focus on concluding all contract negotiations. This is critical to implementing his vision for being United and working with a shared purpose.
“Our passengers and all who have devoted so much into United Airlines stand to benefit from this new day. We look forward to working with Mr. Munoz to help build a United Airlines that fully achieves its potential of being the world’s preeminent airline.”
Contact:
Dave Kelly
847/292-1708
david.kelly@alpa.org
The Company also replaced the “Important Information” page on the Website with the following:
