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Washington, D.C. 20549





Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 22, 2021



(Exact name of registrant as specified in its charter)


Delaware   001-06033   36-2675207
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       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:


oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


oPre-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
  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 Holdings, Inc.  Preferred Stock Purchase Rights  None  The Nasdaq Stock Market LLC


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 ¨


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







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


Pursuant to Part III, Section 8.1 of the Amended and Restated Certificate of Incorporation of United Airlines Holdings, Inc. (the “Company”), the International Association of Machinists and Aerospace Workers (the “IAM”), the holder of the share of the Company’s Class IAM Junior Preferred Stock, par value $0.01 per share, has the right to elect one member to the Company’s Board of Directors (the “Board”) at each annual meeting of stockholders, remove such director with or without cause and fill any vacancies in such directorship. Sito Pantoja has occupied the IAM director position on the Board since March 2016.


On June 22, 2021, Mr. Pantoja notified the Company that he would resign from the Board effective as of July 31, 2021. Mr. Pantoja’s departure was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.


As of the date of this Current Report on Form 8-K, the IAM has not notified the Company whom it will designate to fill the vacancy resulting from Mr. Pantoja’s departure.






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.


  By: /s/ Robert S. Rivkin
  Name: Robert S. Rivkin
  Title: Senior Vice President and General Counsel
Date: June 28, 2021