SEC Filing - United Airlines Holdings, Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

United Airlines 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 all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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A Message from Our Chairman

Dear Fellow United Stockholders,

On behalf of the United Airlines Holdings, Inc.’s Board of Directors, it is my pleasure to invite you to attend our 2023 Annual Meeting of Stockholders, which is scheduled to be held on Wednesday, May 24, 2023 at 9:00 a.m. Central Time.

It is a privilege to serve as the Chairman of the Board and to work closely with our CEO, Scott Kirby, and my fellow Board members as we execute our fiduciary responsibilities to you, our stockholders. The Board could not be prouder of how Scott and his team navigated the Company through the most challenging period in its history. The Board supported the Company’s investments in our tools, infrastructure and people as well as the other unique steps that the Company took during the last three years to prepare for the Company’s recovery. Despite our challenges, the Company achieved a remarkable number of successes that Scott discusses in his letter, which could not have been done without the hard work and dedication of our employees around the globe.

Amidst the turbulent global environment, the Board continues to remain committed to oversight of the Company’s strategy, including management’s execution of our United Next plan. The Company announced the next chapter of its United Next plan when it unveiled in December 2022 its order to purchase up to 200 new Boeing widebody planes. The order was the biggest single order for widebody jets ever placed by a U.S. airline and is expected to support our fleet renewal and expansion plans through the next decade. The Board has also worked with Scott and the senior management team to further integrate our environmental, social, and governance approach into United’s corporate strategy, including by staying engaged on United’s ESG priorities, reporting, risks and opportunities. We are proud that United has invested in more sustainable aviation fuel production than any other airline in the world, based on publicly announced airline offtake agreements for future SAF purchases. We believe that the increased use of SAF by airlines will aid with the volatility in the fuel market as well as help enable a degree of energy security for the United States and airlines. I encourage you to review our Corporate Responsibility Report to learn more about our ESG goals, targets, commitments, strategies and initiatives.

A key component to our effective governance is the Board’s commitment to provide not only oversight but also perspectives reflecting a diversity of independent view. We are continuously focused on ensuring that the Board is composed of directors with the broad experience, attributes, balance of professional skills and diversity of perspectives to oversee the success of the business.

In January 2023, the Board welcomed Captain Garth Thompson, who was appointed to the Board by the United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International following Captain Michael Hamilton’s departure from the Board in December 2022. We would like to take this opportunity to thank Captain Hamilton for his service to the Company and its stakeholders.

We also place a high priority on communicating with our investors. Over the past year, we developed a robust stockholder engagement program and discussed with stakeholders our business strategy and priorities as well as our ESG strategy, among other topics. On behalf of the Board, I and certain other Board members joined members of management in several of these stockholder engagement meetings. The feedback we gathered from these engagements has been helpful as the Board considers changes and updates to our policies, practices and disclosures. We look forward to continuing our dialogue with you.

Lastly, I join our entire Board in thanking you for your interest and continued confidence in United and the opportunity to serve United as directors on your behalf. We hope you will participate in the Annual Meeting by attending virtually and ask for your support for our directors and other items described in this Proxy Statement by voting, as promptly as possible, through one of the options laid out in the Proxy Statement whether or not you plan to join us for the Annual Meeting. Your participation is important, so please exercise your right to vote. We hope that you and your families will have an opportunity, whether for business or pleasure, to travel with us in 2023.

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Sincerely,

Edward M. Philip

Chairman of the Board

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A Message from Our Chief Executive Officer

Dear Fellow United Stakeholders,

The pandemic gave us a once-in-a-generation opportunity to change the way we run our airline because we realized we can no longer succeed by running our airline like it is 2019. While we took the hard steps required to make it through the pandemic years, we also used those challenging years to focus on investing for the recovery. Our long-view philosophy has already benefited our stockholders, employees and customers and it is something we plan to continue moving forward.

In 2022, we began to see the results of that focus and we ended the year in a great position with a lot of runway ahead of us. Although we flew less last year than we would have liked, we did it intentionally to give us the breathing room to make even more investments in our technology and infrastructure as well as to increase our staffing levels.

Making United the airline that our employees are proud to work for and that our customers choose to fly is integral to our success. Here are just a few of the achievements for which I am most proud:

Investments for the Future

•

We announced and began the expansion of United’s Flight Training Center in Denver, which was already the largest facility of its kind in the world.

•

We opened an expanded and newly renovated global Inflight Training Center in Houston in January 2023, doubling the available training space for our flight attendants.

•

We completed our gate expansion project at Denver, adding 22 new gates for a total of 90 gates. In addition, we opened the new Terminal A at Newark with 12 gates and expect to have 17 total gates sometime in 2023.

•

We added 48% more United ClubSM space across our network, including new clubs at Newark, Chicago, Denver and Phoenix.

•

We added additional maintenance and hangar capabilities.

•

We have continued to innovate and invest in technology for our employees and customers. In 2022, over 650,000 passenger connections were saved with our ConnectionSaver technology. We put new Apple mobile devices in the hands of over 70,000 employees, enabling them to provide personal, efficient service at the gate and in the air. We also increased the capacity of important core technologies, including an 800% increase for our crew management system.

•

We increased pilot training requirements.

•

In December 2022, we announced the largest widebody order by a U.S. carrier in commercial aviation history: 100 Boeing 787 Dreamliners with options to purchase 100 more. This historic purchase is the next chapter in our ambitious United Next plan and is expected to bolster our leadership role in global travel for years to come. This order also sets up United well to benefit from the strengthening international environment.

Operational Performance / Customers

•

Last year, we entered our United Next growth phase, which required a new focus on building the infrastructure to support what we believe will be the largest growth that any airline has ever attempted in the history of aviation.

•

We made significant improvements in our operational performance. On-time arrival and misconnect rate in the third quarter of 2022 were the best third quarter rates in United’s history (outside 2020), our mishandled bag ratio in

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September 2022 was better than September 2019 and our daily controllable cancellations dropped by over 95% in September 2022 versus what they were in January 2022.

Financial Results

•

For 2022, United reported net income of $737 million in accordance with generally accepted accounting principles in the United States of America and adjusted net income1 of $831 million on a non-GAAP basis.

•

In the second half of 2022, we returned to pre-pandemic margins, reporting a 9.0% pre-tax margin on a GAAP basis and a 8.9% adjusted pre-tax margin2 on a non-GAAP basis.

Recruiting and Hiring

•

We recruited and hired more than 15,000 new team members systemwide in 2022, with plans to add 15,000 more in 2023.

•

We have leaned into the idea that we are not just creating jobs, but we are giving people access to careers with great pay, outstanding benefits and the chance to see the world.

Network

•

United is now the leading U.S. carrier across the Atlantic.

•

We doubled down on our investment in Australia with non-stop service from the United States to each of Australia’s three largest cities while no other U.S. carrier serves more than one location.

•

We worked closely with Boeing and the Federal Aviation Administration in the first half of 2022 to get our 52 Pratt & Whitney-powered 777 aircraft back in the air as well as with the Department of Transportation regarding the overscheduling of flights at the most constrained airspace in the country—Newark.

Sustainability

•

We lead among all U.S. carriers in sustainable aviation fuel production investment and have invested in the largest volume of future SAF production among all airlines, based on publicly announced airline offtake agreements for future SAF purchases. SAF is a key part of our environmental goals, but we also look forward to it reducing the price volatility of fuel and contributing to energy security in the United States.

•

United announced an investment by United Airlines Ventures in NEXT Renewables, becoming the first U.S. airline to invest in a biofuel refinery, and signed a purchase agreement with Neste for the right to buy up to 52.5 million gallons of SAF, becoming the first U.S. airline to publicly announce that it has signed an international purchase agreement for SAF.

•

United announced a strategic equity investment in Natron Energy, a battery manufacturer whose sodium-ion batteries have the potential to help United electrify its airport ground equipment such as pushback tractors and operations at the gate.

•

United Airlines Ventures and Oxy Low Carbon Ventures announced an investment in biotech firm Cemvita Factory to commercialize the production of SAF using carbon dioxide and synthetic microbes.

•

United announced an investment by United Airlines Ventures in Dimensional Energy, an additional carbon capture and utilization investment, as well as a commercial agreement to buy SAF made using Dimensional Energy’s novel technology that converts carbon dioxide and water into usable ingredients for SAF using the Fischer-Tropsch technology.

Adjusted net income is a non-GAAP financial measure. Please refer to Appendix A for a definition of adjusted net income and a reconciliation of adjusted net income to the most directly comparable GAAP financial measure.

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•

We also continued to invest in electric flying taxis with a $15 million investment in Eve Air Mobility.

Creating Opportunity for All

•

In 2022, we opened the United Aviate Academy, with a goal that at least half of the people we train are women or people who self-identify as from underrepresented racial and ethnic groups.

•

We launched Calibrate, a 36-month apprenticeship program to grow and diversify our pipeline of aircraft technicians.

•

We announced a new collaboration with OneTen, a coalition committed to creating one million family-sustaining careers for Black talent with opportunities for advancement over the next 10 years.

Brand Building

•

We made significant strides in 2022 and we were included in Fortune’s Most Admired Companies, Time’s Most Influential Companies, Fast Company’s 2022 Brands That Matter, Forbes Best Employers for Diversity, AdAge’s Marketer of the Year list and PRWeek’s Best In-House Comms Team.

•

We launched United’s first major brand campaign in a decade: Good Leads the Way, which included more than 180 different pieces of video, digital, social and out-of-home content, featured 32 different employees and has appeared on national television and streaming platforms, in airports, on planes, in communities, on social media feeds and more.

•

United was proud to be the first passenger airline to donate flights to Operation Fly Formula and bring infant formula to the United States.

The entire United team is passionate about our goal of building the world’s best airline and achieving record levels of profitability. I often say that I have the easiest job of anyone at United because I only have one responsibility—make our employees proud. When our employees are proud of United, they want our customers to feel the same way and that ultimately benefits stockholders as well. We have a great 97-year history at United, but the COVID-19 pandemic allowed us to create an exciting new culture these last three years. Making our employees proud is the most impactful change we can make to enhance the customer experience. And finally, I want our customers to love us. United is committed to doing the right thing, standing for something and making a difference in the world around us.

Thank you for investing in United.

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Sincerely,

Scott Kirby
Board Director and Chief Executive Officer

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Notice of 2023 Annual Meeting of Stockholders

Notice is hereby given that the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of United Airlines Holdings, Inc. (“we,” “us,” “our,” United or the “Company”) will be held by live webcast at the date, time and website noted below without an option for physical attendance. Only stockholders listed on the Company’s records at the close of business on the record date are entitled to vote on the matters presented at the Annual Meeting (or any adjournment or postponement thereof).

Date & Time	Where	Record Date

Wednesday, May 24, 2023 at 9:00 a.m. CDT	Virtually online at www.virtualshareholdermeeting.com/UAL2023	March 27, 2023

At the Annual Meeting, stockholders will consider and act upon the following proposals:

Meeting Agenda		Recommendation
1.	The election of the director nominees named in the attached proxy statement for a one-year term.		FOR each director nominee.
2.	The ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023.		FOR
3.	A vote to approve, on a nonbinding advisory basis, the compensation of our named executive officers.		FOR
4.	A vote to approve, on a nonbinding advisory basis, the frequency (i.e., every one, two or three years) of holding future advisory votes to approve the compensation of the Company’s named executive officers.		FOR one year (annual).
5.	A vote to approve the First Amendment to the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan.		FOR
6.	A vote to approve the Amended and Restated United Airlines Holdings, Inc. Director Equity Incentive Plan.		FOR

In addition, we will transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Your vote is important: We encourage all stockholders of record to read the attached proxy statement with care and vote right away using any of the following methods, even if they intend to attend the Annual Meeting. If you plan to vote during the Annual Meeting, you may do so if you enter the control number found on your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card, as applicable, at the time you log into the meeting at virtualshareholdermeeting.com/UAL2023.

By Internet	By Phone	By Mail	By QR Code

www.proxyvote.com	In the U.S. or Canada dial toll-free 1-800-690-6903	Cast your ballot, sign your proxy card and send in our prepaid envelope	Scan this QR code to vote with your mobile device (may require free app)

By order of the Board of Directors,

E. Anna Ha
Associate General Counsel and Corporate Secretary
Dated: April 13, 2023
233 S. Wacker Drive
Chicago, Illinois 60606

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Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 24, 2023: Our Board of Directors is soliciting your proxy on behalf of the Company for the Annual Meeting, which will be held on May 24, 2023 at 9:00 a.m. Central Time, or any adjournment or postponement thereof. Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the internet, thereby capturing cost and environmental benefits. On or about April 13, 2023, we will begin mailing a Notice of Internet Availability of Proxy Materials to stockholders informing them that this Notice of 2023 Annual Meeting of Stockholders, the accompanying proxy statement and our 2022 Annual Report on Form 10-K are available free of charge at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site. We also will begin sending a paper copy of the proxy materials to those stockholders of record who have requested a paper copy. Brokers and other nominees who hold shares on behalf of beneficial owners may be sending their own similar notices. The proxy materials are available on our investor relations website, ir.united.com. Information on our website, including our Corporate Responsibility Report, is not considered part of the proxy statement.

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Table of Contents

	A Message from Our Chairman
	A Message from Our Chief Executive Officer
	Notice of 2023 Annual Meeting of Stockholders
	Proxy Statement Summary and Voting Map					1
	Annual Meeting Information					1
	Company Information					3
	Selected Highlights of Our 2022 Accomplishments and Results					4
	United’s Approach to Environmental, Social and Governance					5
	Corporate Governance Highlights					15
	Stockholder Engagement and Feedback					17
	Items of Business and Board Voting Recommendations					18
	Item 1—Election of Directors					19
	Director Nominee Details					19
	Item 2—Ratification of Appointment of Independent Registered Public Accounting Firm					22
	Item 3—Advisory Vote to Approve Executive Compensation					23
	Executive Compensation Summary for 2022					23
	Item 4—A Vote to Approve, on a Nonbinding Advisory Basis, the Frequency of Holding Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers					25
	Item 5—Vote to Approve the First Amendment to the Amended and Restated 2021 Incentive Compensation Plan					26
	Item 6—Vote to Approve the Amended and Restated 2006 Director Equity Incentive Plan					27
	Item 1
	Election of Directors					28
	Director Qualifications					29
	Board Diversity					30
	Director Biographical Information					31

	Board and Corporate Governance Matters					44
	Board Selection and Election					44
	Board Governance					49
	Governance Policies and Principles					55
	How the Board Is Organized					57
	Communications with Directors and Stockholder Engagement					64
	Director Compensation					67
	Securities Ownership					71
	Certain Beneficial Owners					71
	Directors and Executive Officers					72
	Equity Compensation Plan Information					74
	Delinquent Section 16(a) Reports					75
	Item 2
	Ratification of Appointment of Independent Registered Public Accounting Firm					76
	Audit Committee Report					77
	Audit Committee Pre-Approval Policy and Procedures					80
	Independent Registered Public Accounting Firm Fees					81
	Item 3
	Advisory Vote to Approve Executive Compensation					82
	Executive Compensation					83
	Compensation Discussion and Analysis					83
	1 \| Introduction					83
	2 \| Say-on-Pay Vote and Stockholder Engagement					88
	3 \| Executive Compensation Philosophy					89
	4 \| CARES Act Compensation Limits					90
	5 \| Executive Compensation Governance Practices					90
	6 \| Linking Pay to Performance					92
	7 \| Compensation Process and Oversight					94
	8 \| 2022 Executive Compensation					97
	9 \| 2022 NEO Target Compensation					97
	Compensation Committee Report					109
	2022 Summary Compensation Table					110
	Grants of Plan-Based Awards for 2022					113

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	Narrative to 2022 Summary Compensation Table and Grants of Plan-Based Awards for 2022 Table					115
	Outstanding Equity Awards at 2022 Fiscal Year-End					116
	Option Exercises and Stock Vested for 2022					119
	2022 Pension Benefits Table					121
	Narrative to Pension Benefits Table					122
	Potential Payments upon Termination or Change in Control					125
	2022 CEO Pay Ratio					134
	Pay Versus Performance					135
	Item 4
	A Vote to Approve, on a Nonbinding Advisory Basis, the Frequency of Holding Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers					141
	Item 5
	Vote to Approve the First Amendment to the United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan to Increase the Available Shares by 2,200,000 Shares					143
	Proposed Amendment					144
	General					144
	Purpose of the 2021 Plan					144
	Certain Features of the 2021 Plan					145
	Description of the 2021 Plan					145
	Federal Income Tax Consequences					151

	Item 6
	Vote to Approve the Amendment and Restatement of the United Airlines Holdings, Inc. 2006 Director Equity Incentive Plan					153
	Purpose of the Amended and Restated DEIP					154
	Description of the Amended and Restated DEIP					154
	Federal Income Tax Consequences					156
	Annual Meeting Information					158
	General Information About the Annual Meeting					158
	Householding					165
	Other Business					165
	Appendix A
	Reconciliation of GAAP and Non-GAAP Financial Measures					A-1
	Appendix B-1
	FIRST AMENDMENT TO UNITED AIRLINES HOLDINGS, INC. AMENDED AND RESTATED 2021 INCENTIVE COMPENSATION PLAN					B-1
	Appendix B-2
	UNITED AIRLINES HOLDINGS, INC. AMENDED AND RESTATED 2021 INCENTIVE COMPENSATION PLAN					B-2-1
	Appendix C
	United Airlines Holdings, Inc. 2006 Director Equity Incentive Plan					C-1

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement (the “Proxy Statement”) and accompanying materials (collectively, the “Proxy Materials”) contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including those set forth below in “Selected Highlights of Our 2022 Accomplishments and Results” and United’s Approach to Environmental, Social and Governance.” All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements. Such forward-looking statements are based on historical performance and current expectations, estimates, forecasts and projections about our future financial results, goals, plans, commitments, strategies and objectives and involve inherent risks, assumptions and uncertainties, known or unknown, including internal or external factors that could delay, divert or change any of them, that are difficult to predict, may be beyond our control and could cause our future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. No forward-looking statement can be guaranteed. Forward-looking statements in the Proxy Materials should be evaluated together with the many risks and uncertainties that affect United Airlines Holdings, Inc.’s (“we,” “us,” “our,” United or the “Company”) business and market, particularly those identified in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Annual Report on Form 10-K”), as updated by its subsequent Current Reports on Form 8-K and other filings with the Securities and Exchange Commission (“SEC”). The forward-looking statements included in this document are made only as of the date of this document and except as otherwise required by applicable law or regulation, 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.

WEBSITE REFERENCES

The Proxy Materials include several website addresses and references to additional materials found on those websites, including our Corporate Responsibility Report. These websites and materials are provided for convenience only and the content on the referenced websites is not incorporated by reference herein and does not constitute a part of the Proxy Materials or any of the Company’s other SEC filings.

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Proxy Statement Summary and Voting Map

This summary highlights certain information contained elsewhere in the Proxy Statement. This summary does not contain all of the information you should consider and you should read the entire Proxy Statement and our 2022 Annual Report on Form 10-K before casting your vote.

The Board of Directors of the Company (the “Board”) is soliciting your proxy on behalf of the Company to vote your shares at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The Proxy Statement has been prepared by our management and approved by the Board and is being sent or made available on or about April 13, 2023 to our stockholders of record as of March 27, 2023 (the “Record Date”).

Annual Meeting Information

The Annual Meeting will be held by live webcast at the date, time and website noted below without an option for physical attendance.

	Date & Time			Where			Record Date
	Wednesday, May 24, 2023 at 9:00 a.m. CDT			Virtually online at www.virtualshareholdermeeting.com/UAL2023			March 27, 2023

Attending the Annual Meeting

We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual Annual Meeting similarly to how they would participate at an in-person meeting. To attend, vote and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/ UAL2023 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card. If you do not have a control number, contact your broker for access or follow the instructions sent with your proxy materials. Guests may join the Annual Meeting in a listen-only mode, but they will not have the option to vote shares or ask questions during the virtual Annual Meeting. Once admitted, you may submit questions or vote during the Annual Meeting by following the instructions that will be available on the Annual Meeting website. We encourage you to access the Annual Meeting before it begins as participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first come, first served basis once electronic entry begins. If you cannot attend the meeting, it will be webcast and available on our Investor Relations website at ir.united.com. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting. A question and answer session will follow the formal business of the Annual Meeting. To submit questions in advance of the Annual Meeting, visit www.virtualshareholdermeeting.com/UAL2023 before 9:00 a.m. Central Time on May 24, 2023 and enter the control number. To submit a question during the meeting, visit www.virtualshareholdermeeting.com/UAL2023, enter your control number and type your question into the “Ask a Question” field and click “Submit.” If you have difficulty accessing the meeting, please call the assistance number listed on the site login screen. Technicians will be available to assist you. For more information about the virtual-only meeting format, please see the section entitled “General Information About the Annual Meeting” in the Proxy Statement.

2023 Proxy Statement

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Proxy Statement Summary and Voting Map

Who Can Vote

The Board has fixed the close of business on March 27, 2023 as the Record Date. You are entitled to vote at the Annual Meeting and at any adjournment thereof if you were a holder of the Company’s common stock as of the close of business on March 27, 2023. Please see “Who is entitled to vote?” on pages 159-160 of the Proxy Statement for additional information. A complete list of these stockholders will be available for 10 days prior to the Annual Meeting for any purpose germane to the Annual Meeting by contacting our Corporate Secretary at UALBoard@united.com.

How to Vote

Advance Voting Methods and Deadlines

We encourage all stockholders to read the Proxy Statement with care and vote as promptly as possible using any of the following methods, even if they plan to attend the Annual Meeting.

By Internet	By Phone	By Mail	By QR Code

www.proxyvote.com	In the U.S. or Canada dial toll-free 1-800-690-6903	Cast your ballot, sign your proxy card and send in our prepaid envelope	Scan this QR code to vote with your mobile device (may require free app)

If your shares are held in a stock brokerage account or by a bank or other nominee, your ability to vote by telephone or over the internet depends on your broker’s voting process. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you. Votes submitted by Internet (including QR code), phone or by mail must be received by 10:59 p.m., Central Time, on May 23, 2023, the day before the Annual Meeting. Any person giving a proxy has the power to revoke it at any time and stockholders who virtually attend the meeting may withdraw their proxies and vote electronically at the meeting. You can find detailed information about voting in the section entitled “General Information About the Annual Meeting” in the Proxy Statement.

Voting at the Annual Meeting

If you plan to vote during the Annual Meeting, you may do so if you enter the control number found on your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card, as applicable, at the time you log into the meeting at virtualshareholdermeeting.com/UAL2023. Please see “Annual Meeting Information” on page 158 for more information.

2023 Proxy Statement

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Proxy Statement Summary and Voting Map

Company Information

The Company’s shared purpose is “Connecting People. Uniting the World.” The Company has the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C.

2023 Proxy Statement

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Proxy Statement Summary and Voting Map

Selected Highlights of Our 2022 Accomplishments and Results

Fiscal Year 2022 Business Performance

Operating Margin

5.2%

Pre-Tax Margin

2.2%

Net Income

$737 million

Diluted Earnings per Share

$2.23

Selected highlights of our financial and operational results in 2022 are provided below:

•

In 2022, generated $990M in pre-tax income, $1.1B on an adjusted basis3. First profitable year since the start of the COVID-19 pandemic.

•

In the second half of 2022, generated a 9% pre-tax margin, which is consistent with the Company’s full-year 2023 adjusted pre-tax margin4 target of approximately 9%.

•

Announced the largest widebody order by a U.S. carrier in commercial aviation history: 100 Boeing 787 Dreamliners with options to purchase 100 more. Also added 100 additional Boeing 737 MAX aircraft by exercising 44 options and adding 56 new firm orders. We believe that this historic purchase is the next chapter in the Company’s ambitious United Next plan and will bolster the airline’s leadership role in global travel for years to come.

•

Officially opened the United Aviate Academy, the only major U.S. airline to own a flight training school with an inaugural pilot class of 80% women or people who self-identify as from

underrepresented racial and ethnic groups.

•

Announced and began the expansion of the Company’s Flight Training Center in Denver, already the largest facility of its kind in the world.

•

Hosted the first Eco-Skies Alliance Summit, bringing together leaders, corporate customers and senior U.S. government officials for important discussions on sustainable aviation fuel, best practices of how to reduce carbon emissions from flying and how to collaborate on future sustainability solutions.

•

Announced the 2023 summer schedule that includes adding new service to three cities—Malaga, Spain; Stockholm, Sweden; and Dubai, United Arab Emirates. We believe that United will be the No. 1 airline to Europe, Africa, India and the Middle East next summer with service to 37 cities, more destinations than all other U.S. airlines combined.

•

Over 42 million miles and more than $400,000 donated

in 2022 to World Central Kitchen, Airlink, American Red Cross and Americares in support of Ukraine relief efforts by United’s customers, with an additional 5 million miles and $100,000 matched by United in 2022.

•

Earned a top score of 100% on the 2022 Disability Equality Index for the seventh consecutive year and was recognized as a “Best Place to Work” for Disability Inclusion.

•

United Airlines Ventures (“UAV”) announced strategic investments or commercial agreements with NEXT Renewable Fuels, Cemvita Factory and Dimensional Energy for the advancement of sustainable aviation fuel and became the first U.S. airline to sign an agreement with Neste to purchase sustainable aviation fuel overseas—supporting United’s pledge to reduce its greenhouse gas (“GHG”) emissions by 100% by 2050 without relying on the use of traditional carbon offsets.

Adjusted pre-tax income is a measure that is not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Adjusted pre-tax income is calculated as pre-tax income, excluding operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net. Please see Appendix A for a reconciliation of adjusted pre-tax income to the most comparable GAAP measure.

Adjusted pre-tax margin is a non-GAAP financial measure calculated as pre-tax margin, excluding operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, net. Please see Appendix A for a reconciliation of adjusted pre-tax margin to the most comparable GAAP measure. The Company is not providing guidance for pre-tax margin, the most directly comparable GAAP measure, because it is unable to predict the excluded items noted above contained in the GAAP measure without unreasonable efforts, and therefore it also is not able to predict the probable significance of such items.

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United’s Approach to Environmental, Social and Governance

Our shared purpose of “Connecting People. Uniting the World” drives the decisions that we make. That is why as we pursue our goal of building the greatest airline in aviation history, we put our environmental, social and governance (“ESG”) matters at the forefront of our culture and corporate strategy. We believe that this approach is, simply, the right thing to do to drive exceptional operating and financial results and to secure a brighter future for United, its customers, employees and the communities that we serve.

Our Chief Executive Officer and other senior management are continuously evolving our ESG approach with insight, input and oversight from our Board. Active engagement with a diverse group of stakeholders also informs our ESG strategy. Accordingly, we have announced several bold, quantifiable and time-bound ESG goals, which include pledging to reduce our GHG emissions by 100% by 2050 without relying on the use of traditional carbon offsets and to meet a mid-term objective of reducing our carbon intensity by 50%, compared to 2019, by 2035. We have also developed tools to manage and track our ESG data.

While we are pleased with the progress we have made toward our ESG goals to date, especially in our efforts to mitigate our contribution to climate change and develop strategies to attract and retain a diverse employee base that increases our access to the best and brightest talent, we recognize that there is considerably more that we can—and must—do to fully infuse our ESG practices into our business operations so that we can achieve our ambitions for the Company’s future. We believe that improving our ESG performance yields substantial benefit to our employees, customers and other stakeholders in our Company—and, indeed, the planet—and will aid our journey to becoming the first choice for air travel.

Transparency through active stakeholder engagement and robust public reporting of our ESG strategy and performance allows our various stakeholders to measure our ESG performance and track our progress against our goals. We disclosed key ESG qualitative and quantitative data in our 2022 Annual Report on Form 10-K, including our 2020 and 2021 Scope 1 (direct), Scope 2 (indirect) and Scope 3 (other indirect) GHG emissions and carbon intensity emission rates as well as aggregate information regarding certain self-identified characteristics of our U.S. employees. We continue to report clear information around performance and progress toward our ESG goals in alignment with recognized external ESG reporting frameworks, including the Task Force on Climate-related Financial Disclosures (“TCFD”). In addition, as part of our continued commitment to enhance transparency about our workforce diversity and based on feedback from internal and external stakeholders, we shared our plans with stakeholders to publicly disclose our Consolidated EEO-1 Report (which includes only our and United Ground Express, Inc.’s U.S. workforces) annually after the report is filed with the U.S. Equal Employment Opportunity Commission (“EEOC”), starting with our 2022 Consolidated EEO-1 Report to be filed with the EEOC later this year.

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Our governance framework includes direct oversight by our Board of our ESG goals, targets, commitments, strategies, initiatives, risks, assessments, disclosures and external engagement matters.

	Responsible Party			Oversight Area for ESG Issues
	Board			The work to address climate change, safety, human capital management and diversity, equity and inclusion (“DEI”) matters begins with the Board, which, as a whole and through its Committees, has responsibility for overseeing ESG goals, targets, commitments, strategies, initiatives, risks, assessments, disclosures and external engagement and related matters.
	Public Responsibility Committee			The Public Responsibility Committee has primary oversight responsibility for our ESG initiatives and risks, which includes reviewing and monitoring the development and implementation of the Company’s safety and public health, DEI and climate-related strategic goals and objectives as well as periodically assessing our performance against these goals and objectives and other relevant and appropriate ESG, sustainability and corporate responsibility frameworks, metrics, scorecards and rankings. The Public Responsibility Committee also oversees the Company’s policies and practices regarding political expenditures, including an annual review of the Company’s political contributions policy and corporate political contributions and trade association dues and payments, and receives an annual report on political contributions of the Company and the United Airlines, Inc. Political Action Committee (the “UAPAC”) for the prior year.
	Audit Committee			As part of our enhanced focus on transparency through reporting, the Audit Committee added in its charter in 2021 the responsibility of overseeing our controls and procedures relating to our material ESG matters, disclosures and reporting, including assurance processes where applicable, and in 2022 clarified in the charter that this includes the review of our external ESG reports as well as our reporting of ESG matters in our SEC filings. The Audit Committee also monitors the Company’s compliance with legal and regulatory requirements and ethical standards.
	Nominating/Governance Committee			In 2021 the Nominating/Governance Committee amended the Company’s Corporate Governance Guidelines and the charter of the Nominating/Governance Committee to reflect the governance practices followed by the Nominating/Governance Committee in support of the Board’s commitment to board diversity.
	Executive Committee			The Executive Committee also updated its charter in 2022 to reflect its review of our significant human resources and labor relations strategies, including, but not limited to, culture, talent management and DEI matters.
	Compensation Committee			The Compensation Committee updated its charter in 2022 to reflect its consideration of ESG matters in our executive compensation programs.
	Management			Management is responsible for reviewing, refining and implementing long-term ESG strategy and periodically updates the full Board and its Committees, as applicable, on issues related to the implementation of our ESG strategy.

We have included below a brief discussion of certain ESG matters that are key to our business.

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Climate Strategy

United’s ambition is to make air travel sustainable. We are leading the way in redefining how we operate and reimagining the future of aviation with environmental responsibility and sustainability at the forefront. That starts by acknowledging the challenge we face. We operate in a hard-to-abate industry. Today, we do not have the solutions at the scale needed to decarbonize. Aviation currently contributes up to 3% of global GHG emissions annually and, without action, that is expected to increase. United is committed to tackling the challenge by addressing the root causes so that we can realize meaningful, long-lasting change that supports a sustainable future. At the end of 2020, we pledged a net zero goal to reduce our GHG emissions by 100% by 2050 without relying on the use of traditional carbon offsets, the first airline globally to make such a pledge. We believe that while this is a hard thing to do, it is the right thing to do.

United is committed to action and to holding ourselves accountable as we progress our decarbonization strategy. In addition to setting our goal of net zero GHG emissions by 2050, we have established a mid-term objective of reducing our carbon intensity by 50% by 2035, as compared to 2019. These objectives, anchored in science, are the cornerstones of our climate ambition.

Our strategy to achieve our climate goals is centered around four key pathways:

Reducing the Company’s environmental footprint

Innovating for potentially transformative carbon reduction technology

Removing carbon emissions in the atmosphere

Collaborating with employees, customers, airports, suppliers, cross-industry partners and policymakers to facilitate faster action and the commercialization of technology solutions concerning climate change

United’s Commitment to Reducing Its Environmental Footprint

Today, nearly all (98.5%) of the Company’s GHG emissions are from conventional jet fuel. Reducing our conventional jet fuel consumption by maximizing fuel efficiency and working to replace the conventional jet fuel that we use with alternative fuel is the nearest-term and fastest mechanism for the Company to reduce its emissions.

Sustainable aviation fuel (“SAF”) is an alternative fuel derived from renewable or waste products that can reduce lifecycle GHG emissions by up to 85% compared to conventional jet fuel. In addition, SAF is “drop-in” ready, meaning it is interchangeable with conventional jet fuel, requires no modifications to our aircraft engines or airframes and is compatible with the existing fuel distribution and storage infrastructure at airports.

The Company has long championed the development and commercialization of SAF and has invested in more SAF production than any other airline globally as of December 31, 2022 based on publicly announced airline offtake agreements for future purchases of SAF. Development of the SAF industry will be crucial to the realization of United’s climate goals, which is why we have consistently proven our commitment through action.

Eco-Skies Alliance

While United is focused on driving market-level SAF supply, we have had many firsts in SAF usage in our operations. The Eco-Skies Alliance, launched in 2021, is United’s innovative program wherein both passenger and cargo corporate customers work with us to fund the “green premium” of SAF. Over 30 companies representing

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multiple industries have been allocated Scope 3 emissions reductions for their travel or shipping on United. Collectively, the Eco-Skies Alliance sends a clear demand signal for greater SAF supply. As of the end of 2022, customers of the Eco-Skies Alliance had committed to fund approximately 9 million gallons of SAF, which is the same amount of emissions from flying our passengers approximately 600 million miles.

International SAF Purchase

Our leadership continued in May 2022 with our announcement of a purchase agreement for the right to buy up to 52.5 million gallons of Neste MY Sustainable Aviation Fuel™, produced from 100% sustainably sourced renewable waste and residue raw materials. This was the first time a U.S. airline has signed an international purchase agreement for SAF.

Investing in Alternative Propulsion

United recognizes that scaling SAF is only one facet of our strategy to progressing the future of sustainable travel. The Company also made investments in other innovations, including alternative propulsion technologies such as hydrogen and electric powered aircraft. Most recently, in September 2022, UAV announced a $15 million investment in Eve Air Mobility with a conditional purchase agreement for 200 four-seat electric aircraft plus options to purchase 200 more, expecting the first deliveries as early as 2026—becoming the first major airline to publicly invest in two eVTOL companies (the first of which was Archer Aviation).

United Airlines Ventures \ UAV Sustainable Flight Fund

In February 2023, United launched the UAV Sustainable Flight Fund (“UAV Fund”), a first-of-its-kind investment vehicle intended to accelerate SAF supply. Starting with more than $100 million in capital, with investments from launch anchor partners—Air Canada, Boeing, JPMorgan Chase, GE Aviation, and Honeywell—the UAV Fund will support and invest in startups that are working on SAF research and development, production and technology such as the following:

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Viridos: Announced in March 2023, Viridos, an algae biofuel company focused on creating algae-based SAF and sustainable diesel fuel. UAV invested in Viridos as part of a Series A fundraising led by Breakthrough Energy Ventures. The funding will be channeled into research and development work to grow algae oil, which could serve as a feedstock to supply SAF producers. SAF created by Viridos’ algae oil has the potential to reduce carbon emissions on a lifecycle basis by 70% compared to conventional jet fuel.

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Cemvita: In March 2022, UAV and Oxy Low Carbon Ventures announced an investment in the biotech firm, Cemvita Factory, to commercialize the production of SAF intended to be developed through a revolutionary new process using carbon dioxide and synthetic microbes

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Dimensional Energy: In June 2022, United announced an investment by UAV in Dimensional Energy. Dimensional Energy’s power-to-liquids process makes SAF using renewable energy to combine carbon dioxide from the air with hydrogen from water. United has also agreed to purchase up to 2 billion gallons of SAF from Dimensional over 20 years. In March 2023, the UAV Fund made a follow-on investment in Dimensional Energy.

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Svante: UAV invested in Svante, a developer of carbon capture and removal technology using structured absorbent beds, also known as filters.

Partnering to Scale SAF and Enabling Infrastructure

In addition to investing in the technology, United recognizes the value of joint ventures and collaboration with SAF producers to scale SAF production in the near term.

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Blue Blade Energy: Blue Blade Energy is a new joint venture with Tallgrass Energy and Green Plains Inc. announced in January 2023 to develop and commercialize a novel SAF technology that uses ethanol as its feedstock.

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NEXT Renewable Fuels: In November 2022, United became the first U.S. airline to invest in a biofuel refinery with its investment in NEXT Renewables (“NEXT”). United could invest as much as $37.5 million if NEXT hits benchmarks. NEXT’s Oregon facility will produce sustainable diesel, SAF and other renewable fuels. The facility is expected to begin production in 2026 and could produce as much as 50,000 barrels a day once at full production.

Through these and other agreements, today United has future offtake agreements for more than 3 billion gallons, representing approximately 49% of all publicly announced commitments globally.

In November 2022, UAV broadened its technology investment portfolio to include clean energy infrastructure with an investment in Natron Energy, a battery manufacturer developing novel sodium-ion batteries. Natron’s technology has the potential to help reduce the GHG footprint of United’s ground operations by helping to electrify its airport ground support equipment.

Consumer Awareness and Call to Action

We are also engaging consumers in our transition by educating them about their air travel carbon footprint and giving them the option to take action. In February 2023, United became the first U.S. airline to show customers an estimate of each flight’s carbon footprint in their flight search. In addition, consumers now have an option to contribute to supplement our investment in the UAV Fund, from $1 to $7.

Partnering with Leaders to Transition Together

We also recognize that we cannot do this alone. We actively collaborate with policymakers, customers, industry, fuel producers, nongovernmental organizations (“NGOs”) and other stakeholders to support our transition. For example, United co-led the broad-based coalition of airlines, SAF producers, labor unions and technology companies that worked with federal policymakers and environmental NGOs to champion the passage of the Sustainable Skies Act SAF Blender’s Tax Credit through the Inflation Reduction Act. This credit creates an economic incentive for increased SAF production within the United States.

United also led influential state-level policies, including the effort to incentivize SAF in Illinois. In January 2023, the Illinois General Assembly enacted legislation to provide a $1.50 per gallon tax credit on SAF, lowering the overall cost of SAF for consumption in Illinois and provide a signal to fuel producers to invest in SAF production across the country. This is the first effort outside of California to directly incentivize SAF in the United States and will hopefully provide a template for future efforts elsewhere.

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Safety

Safety is the bedrock of running a successful and reliable airline and at United, it is foundational to our culture and our number one Core4 value. This is an exciting time to be at United with the growth in our aircraft fleet and the increasing number of destinations we plan to serve. A laser focus on safety is essential to our success and that is why we have extended our comprehensive Safety Management System (“SMS”) to include our United Next effort. This allows us to proactively identify hazards and mitigate risks to help ensure the safety of our customers and our employees as we grow.

We are committed to sustaining the highest levels of safety. Just as we have invested in infrastructure, technology and tools, we are also investing in the training and development of our employees, especially those that are new to United, to ensure they gain proficiency in their roles and stay safe in the workplace.

For example, we implemented a mentoring program for flight attendants to support them on the line once they have completed training in our new, state-of-the-art facility in Houston. We added additional training time and resources for our pilots and instructors and evaluators. We introduced virtual reality training for our above and below the wing Airport Operations employees and created more hands-on training opportunities with our ramp consistency teams. Our technical operations team has also redesigned its training portfolio with a heightened focus on safety critical tasks.

As we continue to grow, we remain focused on maintaining and growing United’s safety culture. Through our “No Small Roles in Safety” campaign, we share critical and real-time safety information with our employees and encourage participation in our robust voluntary and non-punitive safety reporting programs. These programs are a key element of United’s SMS and support proactive hazard identification and mitigation across our operation which is an important safety tool that we believe will support our safe growth.

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Human Capital Management and Resources

Our employees around the world are joined in our shared purpose of “Connecting People. Uniting the World” by enabling connections that matter and move society—whether it is connecting people across cultures, flying a loved one to a wedding, connecting medical professionals at a breakthrough conference or getting a business traveler to an important meeting or back home in time for a child’s big game. Our ability to make these connections, as well as to build long-term value for our stockholders and contribute to the broader community, depends on our commitment to attract and retain the best talent at all levels of our organization and across our global workforce. To facilitate talent attraction and retention, we strive through our human capital management strategy to create lifelong careers for our people. That includes professional development and promotional opportunities and the ability to qualify for retirement benefits, health and wellness benefits and, of course, travel privileges as we remain dedicated in providing the best place for our employees to work. Our Core4 (we are safe, caring, dependable and efficient) serves as the framework for how we take care of our customers and each other and how we make decisions as a team. For the Company, our shared purpose is about more than getting people from one place to another and executing our strategic priorities: it means that as a global company that operates in hundreds of locations around the world with millions of customers, we have a unique responsibility and opportunity to drive meaningful change in the places where we fly by creating exciting, rewarding and long-term careers for tens of thousands of people who live in the communities that we serve.

Diversity, Equity and Inclusion

We are working to transform the future of aviation, with DEI being an essential driver of our growth and sustainable financial and operational success. In 2022 we worked to embed DEI throughout the business, with a focus on cultivating opportunities for underrepresented groups, which expands our employee base and increases our access to the best and brightest talent, a more accessible travel experience and active leadership for business diversity.

Key guiding principles include the following:

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Customer inclusion and accessibility

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Inclusion among our workforce

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Empowering communities

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Demonstrating active leadership in building a strong pipeline for business diversity

We are sharing our progress on goals with our employees, customers, communities and commercial partners.

Customer Inclusion and Accessibility

Improving customer data: We continue to incorporate data and insights from customer feedback to identify new opportunities for better service, better products and a more inclusive experience.

Enhancing cultural awareness: Our Cultural Connections Training builds cultural competency for our flight attendants and customer service agents. The training program is designed to enhance service to our global

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customer base, including by increasing familiarity with cultural norms in eight of our international destinations. We have reached nearly 5,000 completed trainings and improved Net Promoter Score and employee satisfaction ratings.

Cultural Advisory Board: Our Cultural Advisory Board expanded this year to five new destinations. It is made up of United employees who are familiar with the cultures, languages and customs in our global destinations and it has continued to make a positive impact on our customer experience.

Accessibility improvements: At United, we are committed to leveling the playing field and giving people with disabilities more independence while traveling. Building on our longstanding relationship with the Special Olympics, we understand our customers and employees have different needs and strive to accommodate everyone. Examples of how we are making every-day travel and work at United more accessible include the following: award-winning United app improved, inflight entertainment updated for visual and hearing impairments, braille safety placards introduced and special meals relaunched for children.

Inclusion Among Our Workforce

We are proud to report our accomplishments for 2022 in these key areas of focus:

Increasing demographically diverse representation,

Creating new pathways to United careers and

Assessing and refining HR policies and practices

Increasing demographically diverse representation

Our U.S. workforce saw a three percent increase in representation of women and six percent increase in representation of underrepresented racial and ethnic groups as of December 31, 2022 compared with December 31, 2021.

In 2022, our new hire representation of women and people of color in management and administrative roles was higher by approximately 5% and 9%, respectively, when compared to beginning of year representation.

Progress made at senior levels: We made progress in our efforts to have those at the Senior Professional and Senior Leader level reflect the diversity of the communities we serve. In 2022, almost half of all promotions at those levels were individuals who self-identified as being from underrepresented racial and ethnic groups.

Creating new pathways to United Careers

In-house apprenticeship program: Calibrate, our new in-house apprenticeship program, launched in November 2022. We believe that it will be key in ensuring that we achieve our ambitious goal of hiring 7,000 maintenance technicians by 2026. We plan to train more than 1,000 new technicians by 2026, with a goal that at least half will be students who identify as women or self-identify as from underrepresented racial and ethnic groups.

Aviate Academy: In 2022 we welcomed over two hundred students to the Aviate Academy and celebrated the graduation of our inaugural class of pilots, that included 51 students—with nearly 80% being women or people of color.

YearUp: We host two cohorts of interns each year with our talent partner Year Up, a nonprofit that empowers young, talented professionals to move into careers in a single year by providing technical and professional skills training for entry-level roles and connecting them with their first corporate work experience. Last year, we set a goal of 80% of each cohort being hired as United team members. We exceeded that goal in August 2022 with 100% of our cohort being hired into Company roles.

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i.c.stars: We partnered with i.c.stars, a Chicago-based nonprofit dedicated to providing underrepresented individuals the opportunity to expand their horizons through technology internship programs as a new source of talent for digital technology.

Assessing and refining HR policies and practices

Pay equity: Pay equity is a key tenet of our rewards strategy. In 2022, we continued our commitment to maintain near-perfect pay equity for employees of all genders and races performing comparable work across US operations management and administration employees. Our frontline employees’ pay is based entirely on tenure and job performed so there is complete pay parity for similarly situated frontline employees.

Benefits: After reviewing our data on healthcare utilization trends we identified barriers to care resulting from social determinants of health impacting Black and Hispanic employees. We have implemented changes addressing these barriers to improve care.

Performance and measurement: All employee surveys now include a question on inclusion, allowing us to obtain insight on how our DEI efforts support employees across different milestones in their career.

Empowering Communities

United recruitment and workforce programs: We engaged key diversity-focused organizations to support in several United recruitment and development programs.

Public policy agenda with DEI focus: We established an integrated engagement program, working with diversity-focused organizations to increase access and inclusion.

Commercial Partners

As a global operating company with countless moving parts, we know the scale of impact that we can make on local communities around the world by reaching out to suppliers of all backgrounds and sizes. In 2021 we announced our aspiration to become a member of the Billion Dollar Roundtable (“BDR”) by 2025 (the BDR is a group of corporations recognized for spending at least $1 billion annually with diverse-owned businesses). We have built a strong foundation to keep us on track to meet that goal and are working to improve the rate of inclusion for diverse-owned businesses in our supply chain. In 2021, we added 23 new BDR count-eligible certified diverse-owned firms to our supply chain.

Awards

We are proud to have been listed as a supporter of inclusive practices by a number of external organizations including the following:

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Diversity Inc. 2022 Top 50 Companies for Diversity: United was the only airline to make this list of top companies in the United States that excel in diversity and inclusion management.

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Disability Equality Index: United was selected as a 2022 Best Place to Work for Disability Inclusion. We scored 100% for the seventh-straight year.

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Human Rights Campaign Foundation’s Corporate Equality Index: United was selected as a 2022 Best Places to Work for LGBTQ+ Equality and we were recognized for 11 years of perfect scores.

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Global Community Engagement

United partners with nonprofit organizations that are making a difference in the United States and around the globe to deliver on our social impact goals, aligning our community investments with our business priorities. Our approach to community engagement is rooted in our four cornerstones:

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Responding to crisis: Lifting communities in crisis after a disaster. The Company responds to natural and manmade disasters by using our aircraft and global network to deliver much-needed relief supplies and volunteers to impacted areas.

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Building inclusion: Breaking down barriers to promote inclusion. The Company strives to create an environment in our office, airports and the world where acceptance and appreciation of everyone is the norm.

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Inspiring leadership: Inspiring the next generation of leaders. The Company is committed to the success of future generations. By investing in programs that encourage the next generation of leaders, we are seeking to make sure our business and the communities that we serve will be successful for years to come.

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Environmental Sustainability: Flying toward a more sustainable future. Innovation and sustainability are twin engines that drive United’s progress in seeking to become the most environmentally conscious airline in the world.

See our Corporate Responsibility Report, which is available on our website at https://crreport.united.com/, for additional information on our human capital management programs, initiatives and measures.

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Corporate Governance Highlights

We are committed to strong corporate governance policies that promote the interests of our stockholders, strengthen Board and management accountability and build on our ESG leadership. The Board and Corporate Governance Matters section beginning on page 44 describes our governance framework and our Executive Compensation section beginning on page 83 describes our executive compensation program. Those sections include the following highlights:

Stockholder Rights		More Information
	Annual election of all directors	44
	Majority voting standard for directors in uncontested elections	44
	Stockholder ability to call special meetings (25% ownership threshold)	—
	No supermajority voting provisions in charter or bylaws	—
	Proxy access rights to holders owning at least 3% of outstanding shares for three years (may nominate up to 20% of the members of our Board elected by holders of Common Stock)	46
Board and Committee Oversight
	The full Board oversees corporate strategy	49-50
	Extensive Board oversight of key strategic, operational and compliance risks	49-50
	Board has significant interaction with senior management and access to other employees	49-50
	Board oversight of ESG matters, including climate change, safety, human capital management and DEI	50
Board Independence
	Independent Chairman of the Board	57
	Addition of two independent director nominees over the last four years	—
	Our CEO and the nominees for election by the preferred stockholders are the only non-independent directors	47-48
Board and Committee Practices
	Annual Board and Committee evaluations, including one-on-one interviews led by the Chairman	48
	Director orientation and continuing director education on key topics and issues	49
	Executive sessions conducted after every regularly scheduled Board and Committee meeting	54
	Limits on director service on other public company boards	46-47
	Mandatory retirement at age 75, absent special circumstances	46
	Commitment to seek highly qualified women and minority candidates for the pool of potential nominees	30

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Corporate Governance Practices		More Information
	Significant stockholder outreach and engagement	64-65
	Publicly disclosed policies and practices regarding political advocacy, including disclosure of corporate political contributions and key trade association relationships	52-53
	Policies prohibiting hedging, pledging or short sale transactions involving Company stock by directors, officers and certain senior employees	56; 91
	All of our employees must adhere to a robust Code of Conduct	56
Compensation Practices
	Executive compensation programs that link executive pay to performance through multiple performance measures aimed at enhancing stockholder value, including adjusted cost per available seat mile (“CASM-ex4”), customer experience, operational performance, our United Next strategy and our ESG commitments	83-88
	Executive pay targeted with reference to peer group median levels using a consistent and relevant peer group	95-97
	“Claw-back” policy for our incentive compensation with a three-year look back period	91; 107-108
	Compensation designed to discourage excessive risk-taking, which is reviewed annually	92
	Standardized and reasonable severance policies	92; 107
	Incentive awards include caps on maximum payout levels	102; 105
	Long-term incentive equity awards subject to “double-trigger” acceleration on a change in control	92
	Sustainability and DEI performance metrics in our 2022 long-term incentive awards	85
Robust Stock Ownership Requirements
	• CEO: 6x base salary • President: 4x base salary • EVPs: 3x base salary • Non-employee directors elected by holders of the Company’s Common Stock: 5x annual cash retainer	91; 108

CASM-ex (adjusted cost or operating expense per available seat mile) is a measure that is not calculated in accordance with GAAP. CASM-ex is calculated as cost or operating expense per available seat mile (“CASM”) excluding fuel expense, profit sharing, third-party business expenses and special charges (credits).

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Stockholder Engagement and Feedback

Throughout the year, we actively solicited feedback from stockholders and other stakeholders to understand their perspectives on corporate governance and other topical issues and offered additional insights on a wide range of topics, including stockholder proposals that were included in our recent proxy statements. We take feedback and insights from our engagement with stockholders and other stakeholders into consideration as we review and evolve our practices and disclosures and further share them with our Board as appropriate. The results of these discussions are noted below:

Topic	Stockholder Feedback	Company Response
Executive Compensation	We received requests from stockholders to link our executive compensation rewards to ESG performance metrics, such as climate change progress. Stockholders also expressed concerns related to changes made to our 2021 compensation program, which were made to comply with the limits under the Coronavirus Aid, Relief, and Economic Security (“CARES Act”), as previewed in our 2021 proxy statement.	• In 2022, the Compensation Committee included sustainability and DEI goals under our 2022 long-term performance awards that are designed to reward progress against our ESG goals. • In 2022, our executive compensation program design returned to our more typical structure, including long-term performance awards and a three-year vesting schedule for our time-vested equity.
Disclosure of Political and Lobbying Activity	We received valuable feedback from our stockholders regarding the stockholder proposal presented at the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”), requesting that we issue an annual report disclosing certain information regarding our lobbying policies and activities, both before and after the 2022 Annual Meeting.	Based on robust engagement with the proponent of the stockholder proposal presented at the 2022 Annual Meeting and other stakeholders on these topics, we have expanded the United Airlines, Inc. Lobbying and Political Activity Policy statement regarding our participation in the political process and policy advocacy. This statement can be found at https://crreport.united.com/. Our Lobbying and Political Activity Policy is reviewed annually and updated as deemed necessary or appropriate. • The statement includes a list of corporate political contributions. We update this information semi-annually and include links to previous years’ reports. • The statement includes a list of member organizations to which we pay more than $25,000 in annual dues that are used for non-deductible activities, such as lobbying, and will now also include the amount of such dues used for non-deductible activities. • The statement includes any 501(c)(4) organization to which we paid more than $25,000 and the amount of such payments. • The statement includes a summary of annual federal lobbying expenditures.
Disclosure of Consolidated EEO-1 Report	A number of our stakeholders have requested we adopt a policy to publicly disclose our Consolidated EEO-1 Report yearly.	We shared our plans with stakeholders to publicly disclose our Consolidated EEO-1 Report annually following filing of the Company’s corresponding report with the EEOC, starting with our 2022 Consolidated EEO-1 Report to be filed with the EEOC later this year.

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Items of Business and Board Voting Recommendations

Item Description	Board Vote Recommendation	Page Reference for Additional Information
Management Items
Item 1—Election of Directors	FOR EACH NOMINEE	28
Item 2—Ratification of Appointment of Ernst & Young LLP to Serve as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023	FOR	76
Item 3—A Vote to Approve, on a Nonbinding Advisory Basis, the Compensation of Our Named Executive Officers	FOR	82
Item 4—A Vote to Approve, on a Nonbinding Advisory Basis, the Frequency (i.e., every one, two or three years) of Holding Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers	FOR ONE YEAR (ANNUAL)	141
Item 5—A Vote to Approve the First Amendment to the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan	FOR	143
Item 6—A Vote to Approve the Amended and Restated United Airlines Holdings, Inc. Director Equity Incentive Plan	FOR	153

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Item 1—Election of Directors (page 28)

The Board has nominated the following 11 director nominees for election by the holders of our common stock, $0.01 par value per share (“Common Stock”): Ms. Carolyn Corvi, Mr. Matthew Friend, Mr. Barney Harford, Ms. Michele Hooper, Mr. Walter Isaacson, Mr. James A. C. Kennedy, Mr. Scott Kirby, Mr. Edward M. Philip, Mr. Edward L. Shapiro, Ms. Laysha Ward and Mr. James M. Whitehurst. The United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International (the “ALPA”) has nominated and intends to elect Captain Garth Thompson at the Annual Meeting. The International Association of Machinists and Aerospace Workers (the “IAM”) has nominated and intends to reelect Mr. Richard Johnsen at the Annual Meeting. A more detailed discussion on how directors are selected and elected, how Board governance operates, how the Board is organized, how you can communicate with directors and how directors are paid can be found beginning on page 28.

The Board
Recommends
you vote FOR each of
the nominees

Vote Required

We have implemented majority voting in uncontested elections of directors. Accordingly, our bylaws provide that each director will be elected by vote of a majority of the votes cast with respect to that director’s election.

Abstentions and broker non-votes will have no effect on the election of directors.

Director Nominee Details

The following tables provide summary information of our director nominees.

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DIRECTOR NOMINEE
SKILLS AND EXPERIENCE

Corvi

Friend

Harford

Hooper

Isaacson

Johnsen

Kennedy

Kirby

Philip

Shapiro

Thompson

Ward

Whitehurst

AIR, TRAVEL & TRANSPORTATION: Experience as a business leader, director, regulator, focused investor or consultant in the industry

FINANCIAL SERVICE: Experience in evaluating financial statements or overseeing capital structure and financial strategy

INTERNATIONAL: Leadership in a company with significant international presence or experience overseeing international corporate strategy and development

OTHER PUBLIC COMPANY BOARD: Current or past service on the boards of other publicly traded companies listed on U.S. exchanges

RETAIL/CONSUMER: Experience in consumer marketing, sales or brand management

SENIOR LEADERSHIP: Service in senior leadership positions, including past CEO experience or other executive positions

TECHNOLOGY: Experience in e-commerce, cybersecurity, data analytics or information technology

RACE/ETHNICITY

African American or Black

White or Caucasian

GENDER IDENTITY

Female

Male

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Item 2—Ratification of Appointment of Independent Registered Public Accounting Firm (page 76)

The Audit Committee appointed, and the Board has ratified the appointment of, Ernst & Young LLP (“Ernst & Young”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023, subject to ratification by the holders of Common Stock. The Board is presenting a resolution to our stockholders requesting ratification of Ernst & Young’s appointment, as the Board and the Audit Committee believe that the continued retention of Ernst & Young for 2023 is in the best interest of the Company and its stockholders. Detailed information about Ernst & Young’s appointment and fees for 2022 and 2021 can be found beginning on page 76.

The Board and Audit
Committee recommend
you vote FOR Item 2

Vote Required

Approval of Item 2—Ratification of Appointment of Independent Registered Public Accounting Firm—requires the affirmative vote of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on such matter.

If you elect to abstain, the abstention will have the same effect as an “AGAINST” vote. Because brokers will have discretionary authority to vote on this proposal, there will not be any broker non-votes.

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Item 3—Advisory Vote to Approve Executive Compensation (page 82)

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the related rules of the SEC and consistent with the views expressed by stockholders at our 2017 Annual Meeting of Stockholders, the Board has determined to seek an annual nonbinding advisory vote from our stockholders to approve the compensation of our named executive officers (“NEOs”) as disclosed pursuant to the SEC’s compensation disclosure rules, which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures of the Proxy Statement (“Say-on-Pay” vote). The Board is presenting a resolution to our stockholders recommending approval, on a nonbinding advisory basis, of the compensation paid to our NEOs. For additional information on our 2022 executive compensation program and the 2022 decisions made by the Compensation Committee, we encourage stockholders to review, in detail, the section entitled “Executive Compensation” beginning on page 83.

The Board
recommends you vote
FOR Item 3

Vote Required:

Approval of Item 3—Advisory Vote to Approve Executive Compensation—requires the affirmative vote of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on such matter.

If you elect to abstain, the abstention will have the same effect as an “AGAINST” vote. Broker non-votes will have no effect on the advisory vote to approve executive compensation.

Executive Compensation Summary for 2022

Our 2022 executive compensation program (the “2022 Program”) was designed to motivate and reward our management team for advancing the Company’s strategic priorities. In response to stockholder feedback, it features long-term performance-based equity awards and applies three-year vesting to our time-based equity awards.

The following is a high-level summary of the 2022 Program.

	2022 Program Design
	We design our executive compensation program to align the interests of our stockholders and executives, link executive pay to performance and attract, retain and appropriately reward our executives in line with market practices. Notably, our executive compensation program: • Is informed by the market median of our peer group of companies, selected based on similar revenue, size, scope and complexity, with a focus on size-relevant U.S.-based airline peers; • Complies with applicable 2022 compensation level limits under the CARES Act; • Features a mix of cash and equity-based compensation that link pay to performance; • Includes robust stock ownership requirements for our NEOs, as well as prohibitions on pledging and hedging and a claw-back policy; • Does not encourage excessive risk taking; and • Reflects stockholder feedback regularly through our annual “Say-on-Pay” (as defined herein) vote.

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	Type of Cash Compensation
	Salary
	Fixed compensation
	No changes were made to NEO salary levels in 2022 or 2021
	Short-Term Incentives
	No changes were made to target short-term incentive compensation levels for our NEOs in 2022 or 2021
	Performance-based
	Designed to align NEO behavior with stockholder interests
	Performance measures (weighting) include: • United Next (25%) • CASM-ex (25%) • Net Promoter Score (25%) • Operational Performance (25%)
	Features $8 billion cash liquidity hurdle at the end of the performance period (April 3, 2023)
	Requires continued employment through April 3, 2023 to receive payment
	Type of Long-Term Incentive Compensation
	Performance-Based Restricted Stock Unit Awards (“Performance-Based RSUs”)
	Represents 50% of annual target equity award value
	Three year performance period (January 1, 2022 through December 31, 2024) with performance metrics and goals set in one-third increments at the beginning of each year in the performance period
	The first one-third of the 2022 Performance-Based RSU award will be earned based on performance against the following measures (weighting): • CASM-ex (40%) • United Next (40%) • Environmental sustainability and DEI (20%)
	Time-Vested Restricted Stock Units (“RSUs”)
	Represents 50% of annual target equity award value
	Vests one-third per year over a three year vesting schedule
	Other Compensation Awards
	Performance transformation incentive awards linked to key human resources matters over a performance period from January 1, 2023 through June 30, 2025
	Cash recognition and retention award for Mr. Brett Hart
	2022 long-term contingent retention cash award for Mr. Greg Hart, which was aligned with awards provided to other executive officers in 2021

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Item 4—A Vote to Approve, on a Nonbinding Advisory Basis, the Frequency of Holding Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers (page 141)

As described in Item 3 above, our stockholders have the opportunity to cast an annual nonbinding advisory vote to approve the compensation of our NEOs. In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, Item 4 affords stockholders the opportunity to cast a nonbinding advisory vote on how often we should include a Say-on-Pay vote in our proxy materials for future annual stockholder meetings or any special stockholder meeting for which we must include executive compensation information in the proxy statement for that meeting. Under Item 4, stockholders may vote to have the Say-on-Pay vote every one year (annual), every two years (biennial) or every three years (triennial) or may abstain from voting.

After careful consideration of the various arguments supporting each frequency level, the Board, based upon the recommendation of the Compensation Committee, has determined that continuing to conduct an annual nonbinding advisory vote to approve the compensation of our NEOs is the most appropriate choice for the Company and in the best interest for our stockholders at this time as it allows our stakeholders to provide direct and immediate input on our executive compensation philosophy, policies and practices each year and enables the Board and the Compensation Committee to understand and incorporate such input in structuring the Company’s executive compensation program for the fiscal year following the Say-on-Pay nonbinding advisory vote. As time progresses, the Board may alter this view, but currently the Board is interested in obtaining feedback from stakeholders on a yearly basis to assist in evaluating and structuring the Company’s compensation program, which is consistent with the Company’s and Board’s efforts to encourage a meaningful, ongoing dialogue with our stakeholders on the Company’s executive compensation practices and corporate governance matters.

The option that receives the highest number of votes cast by stockholders will be considered the recommended frequency. As an advisory vote, this proposal is not binding on the Company, the Board or the Compensation Committee.

For additional information, see the section entitled “Item 4—Vote to Approve, on a Nonbinding Advisory Basis, the Frequency of Holding Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers” section beginning on page 141.

The Board
recommends a vote on Item 4 to hold Say-on-Pay votes every ONE YEAR (meaning advisory votes would be held every year)

Vote Required:

For Item 4—A Vote to Approve, on a Nonbinding Advisory Basis, the Frequency of Holding Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers—the frequency (one year, two years or three years) that receives the highest number of votes cast by stockholders will be considered the recommended frequency of future advisory votes to approve the compensation of the Company’s NEOs.

Abstentions and broker non-votes will have no effect on the advisory vote to approve the frequency of future advisory votes on compensation of the Company’s NEOs.

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Item 5—Vote to Approve the First Amendment to the Amended and Restated 2021 Incentive Compensation Plan (page 143)

The Compensation Committee recommended, and the Board has approved, the First Amendment (the “Plan Amendment”) to the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan (“2021 Plan”), subject to approval by the holders of Common Stock at the Annual Meeting. The Board, therefore, is presenting a resolution to the holders of Common Stock requesting approval of the Plan Amendment as the Board and the Compensation Committee believe that the Plan Amendment is in the best interest of the Company and its stockholders. Detailed information about the Plan Amendment can be found beginning on page 143.

The Board
recommends you vote
FOR Item 5

Vote Required:

Approval of Item 5—Vote to Approve the First Amendment to the Amended and Restated 2021 Incentive Compensation Plan—requires the affirmative vote of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on such matter.

If you elect to abstain, the abstention will have the same effect as an “AGAINST” vote. Broker non-votes will have no effect on the outcome of this proposal.

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Item 6—Vote to Approve the Amended and Restated 2006 Director Equity Incentive Plan (page 153)

The Nominating/Governance Committee recommended, and the Board has approved, the Amended and Restated United Airlines Holdings, Inc. 2006 Director Equity Incentive Plan (“Amended and Restated DEIP”), subject to approval by the holders of Common Stock at the Annual Meeting. The Board, therefore, is presenting a resolution to the holders of Common Stock requesting approval of the Amended and Restated DEIP, as the Board and the Nominating/Governance Committee believe that the Amended and Restated DEIP is in the best interest of the Company and its stockholders. Detailed information about the Amended and Restated DEIP can be found beginning on page 154.

The Board
recommends you vote
FOR Item 6

Vote Required:

Approval of Item 6—Vote to Approve the Amended and Restated 2006 Director Equity Incentive Plan—requires the affirmative vote of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on such matter.

If you elect to abstain, the abstention will have the same effect as an “AGAINST” vote. Broker non-votes will have no effect on the outcome of this proposal.

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Item 1—Election of Directors

Our Amended and Restated Bylaws provide that the number of directors shall be determined by the Board, which has currently set the number at 13. The Board reserves the right to increase or decrease its size at any time. Upon the recommendation of the Nominating/Governance Committee, which consists of only independent directors, the Board has unanimously nominated the following 11 nominees (Ms. Corvi, Mr. Friend, Mr. Harford, Ms. Hooper, Mr. Isaacson, Mr. Kennedy, Mr. Kirby, Mr. Philip, Mr. Shapiro, Ms. Ward and Mr. Whitehurst) for election by the holders of our Common Stock as directors of the Company at the Annual Meeting. The ALPA, the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock, which provides the ALPA with the right to elect one member to the Board at each annual meeting of stockholders (the “ALPA director”), has nominated and intends to elect Captain Garth Thompson at the Annual Meeting. The IAM, the sole holder of the Company’s Class IAM Junior Preferred Stock, which provides the IAM with the right to elect one member to the Board at each annual meeting of stockholders (the “IAM director”), has nominated and intends to reelect Mr. Johnsen at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named.

Each of the Board nominees is an incumbent director. Each Board nominee being voted on by holders of Common Stock was elected by our stockholders at the 2022 Annual Meeting.

In accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, we have a declassified Board, which means that if elected all nominees will serve a one-year term of office that would expire at the next annual meeting of stockholders. Each director will hold office until his or her successor is elected and qualified or until his or her earlier resignation, removal from office or death. Each of the directors nominated by the Board has consented to serving as a nominee, being named in this Proxy Statement and serving on the Board, if elected. Consequently, the Board knows of no reason why any of the nominees would be unable or unwilling to serve. However, if for any reason any nominee is unable or unwilling to serve as a director, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Board names one. Alternatively, the Board may reduce the number of directors who serve on the Board to eliminate the vacancy. In accordance with our Corporate Governance Guidelines, any nominee who is currently a director and for whom more votes are cast against than are cast for must offer to resign from the Board. There are no family relationships among the director nominees or between the director nominees and any executive officer.

ALPA notified the Company that Captain Michael Hamilton had resigned as the ALPA Master Executive Council chair on December 19, 2022 and accordingly immediately resigned from the Board. On January 24, 2023, the ALPA designated Captain Garth Thompson to fill the ALPA director vacancy resulting from Captain Hamilton’s departure. We thank Captain Hamilton for his Board service and contributions to the Company.

The Board asks in Item 1 for your voting support so we can continue our important work and build on our success. All of the nominees are expected to attend the Annual Meeting.

The Board Recommends
you vote FOR each of the nominees

Vote Required

Abstentions and broker non-votes will have no effect on the election of directors.

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Item 1—Election of Directors

Director Qualifications

The Nominating/Governance Committee and the Board believe that our slate of director nominees consists of individuals with expertise in fields that both align with the Company’s current and evolving business and present and long-term strategy and includes a mixture of tenure that allows for both new perspectives and continuity. In addition, our Nominating/Governance Committee and Board believe that our nominee directors possess broad experience (including in positions with a high degree of responsibility and in any emerging governance, industry or market trends impacting the Company (such as ESG issues)), attributes, balance of professional skills and diversity of perspectives that, taken together, are relevant and beneficial in fulfilling the Board’s oversight role on behalf of the Company’s stockholders and other stakeholders with respect to the Company’s business and strategy and in strengthening and supporting senior management. The Nominating/Governance Committee and the Board also believe that each director nominee has integrity and sound business judgment to act in what the candidate reasonably believes to be in the best interests of the Company and its stockholders and is able to devote adequate time and effort to Board responsibilities.

The table below summarizes the key skills and experience of each of our director nominees that are most relevant to their Board service. The fact that a specific area of focus or experience is not designated does not mean the director nominee does not possess that skill or expertise. Rather, the skills and experiences noted below are those reviewed by the Nominating/Governance Committee and the Board in making nomination decisions and as part of the Board succession planning process.

CORVI

FRIEND

HARFORD

HOOPER

ISAACSON

JOHNSEN

KENNEDY

KIRBY

PHILIP

SHAPIRO

THOMPSON

WARD

WHITEHURST

AIR, TRAVEL & TRANSPORTATION: Experience as a business leader, regulator or consultant in the industry

FINANCE SERVICE: Experience in evaluating financial statements or overseeing capital structure and financial strategy

INTERNATIONAL: Leadership in a company with significant international presence or experience overseeing international corporate strategy and development

OTHER PUBLIC COMPANY BOARD: Current or past service on the boards of other publicly traded companies listed on U.S. exchanges

RETAIL / CONSUMER: Experience in consumer marketing, sales or brand management

SENIOR LEADERSHIP: Service in senior leadership positions, including past CEO experience or other executive positions

TECHNOLOGY: Experience in e-commerce, cybersecurity, data analytics or information technology

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Board Diversity

The Board reaffirmed its commitment to diversity in 2021 when it amended the Company’s Corporate Governance Guidelines and the charter of the Nominating/Governance Committee to provide that Board membership should reflect a diversity of gender, race, ethnicity, age, sexual orientation and gender identity and is committed to actively seeking women and minority candidates for the pool from which director candidates are chosen in support of the Board’s commitment to diversity. Additionally, the Nominating/Governance Committee works with its third-party search firms to ensure the candidate pool provided to the Committee includes diverse candidates.

The table below provides certain highlights of the composition of our Board members and nominees as of April 13, 2023. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

Corvi

Friend

Harford

Hooper

Isaacson

Johnsen

Kennedy

Kirby

Philip

Shapiro

Thompson

Ward

Whitehurst

Race/Ethnicity

African American or Black

White or Caucasian

Gender Identity

Female

Male

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Director Biographical Information

Set forth on the following pages is certain biographical information about each director nominee, including key experience, qualifications and skills that led the Board to conclude that each nominee should serve as a director. The biographical information presented below is based on voluntary self-identification by each nominee.

The ages indicated are as of the date of the 2023 Annual Meeting and the other information is as of the date of this Proxy Statement.

Directors to be Elected by the Holders of Common Stock

Eleven directors are to be elected by the holders of Common Stock. Each current director has served continuously since the date of his or her appointment.

Carolyn Corvi—Independent Director
Director Since: 2010 Age: 71 Committees: Finance (Chair) Compensation Executive	Experience The Boeing Company (international aircraft manufacturing company) Vice President and General Manager, Airplane Programs, Commercial Airplanes of Boeing Commercial Airplanes (commercial jet aircraft segment) (2005-2008) Various other prior roles at Boeing (1975-2005), including Vice President and General Manager of 737/757 Programs, Vice President of Aircraft Systems and Interiors, Vice President of the Propulsion Systems Division, Director of Quality Assurance for the Fabrication Division and Director of Program Management for 737/757 Programs	Other Public Company Directorships Allegheny Technologies Incorporated (2012-present) Hyster-Yale Materials Handling, Inc. (2012-present) Former Public Company Directorships Held in the Past Five Years None Education MIT Sloan School of Management, SM, Management University of Washington, BA, History
Skills and Qualifications:
Air, Travel & Transportation: Ms. Corvi provides extensive expertise in the commercial airline industry to the Board, having served in key management and operation oversight roles at Boeing during her 34 years of service.
International: Throughout her career, Ms. Corvi gained experience in global operations.
Other Public Company Board: Ms. Corvi is a board member at Allegheny Technologies Incorporated and Hyster-Yale Materials Handling, Inc.
Senior Leadership: Ms. Corvi has extensive management experience gained throughout her career at Boeing.

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Matthew Friend—Independent Director
Director Since: 2021 Age: 45 Committees: Audit Compensation	Experience NIKE, Inc. (apparel company) Executive Vice President and Chief Financial Officer (2020-present) Chief Financial Officer, Nike Operating Segments and VP of Investor Relations (2019-2020) Vice President and Chief Financial Officer, Nike Brand (2017-2019) Vice President and Chief Financial Officer, Nike Global Brands and Functions (2016-2017)	Other Public Company Directorships None Former Public Company Directorships Held in the Past Five Years None Education University of California, Berkeley, BS, Business Administration
Skills and Qualifications:
Finance Service: Mr. Friend brings experience in corporate strategy and development as well as a decade of experience in investment banking and mergers and acquisitions.
International: During his time as an executive officer at NIKE, Inc. (“NIKE”), Mr. Friend gained global operations experience, including in the Asia Pacific region, China, Latin America and Europe.
Retail / Consumer: Mr. Friend brings extensive management and direct-to-customer business expertise to the Board as Executive Vice President and Chief Financial Officer of NIKE.
Senior Leadership: Mr. Friend has senior leadership experience through his position as Chief Financial Officer of NIKE and as a member of NIKE’s leadership team, including serving as an executive sponsor of the Women of Nike employee group.

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Barney Harford—Independent Director
Director Since: 2016 Age: 51 Committees: Audit Finance Public Responsibility	Experience Uber Technologies (ridesharing and local services company) Chief Operating Officer (2018-2019) Orbitz Worldwide, Inc. (online travel company) Chief Executive Officer (2009-2015) Expedia, Inc. (online travel company) Multiple roles (1999-2006), including President of Expedia Asia Pacific (2004-2006)	Other Public Company Directorships None Former Public Company Directorships Held in the Past Five Years None Education INSEAD, Master of Business Administration University of Cambridge, BA, MA, Natural Sciences
Skills and Qualifications:
Air, Travel & Transportation: Mr. Harford brings travel industry and ecommerce insight having served as Chief Executive Officer of Orbitz Worldwide, Inc.
International: Mr. Harford provides experience with international markets, in particular the Asia Pacific region, having led Expedia’s entry into China, Australia and Japan.
Other Public Company Board: Mr. Harford brings the benefit of his previous public company board experience, having served on the boards of directors of Orbitz Worldwide, Inc. from 2009 to 2015 and eLong, Inc. from 2004 to 2008.
Retail / Consumer: Having experience at Orbitz, Expedia and Uber, Mr. Harford has a wide base of experience with consumer facing brands.
Senior Leadership: Mr. Harford has served in various senior positions at Orbitz, Expedia and Uber.
Technology: During his time at Orbitz, Mr. Harford developed a successful track record deploying large technology teams.

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Michele J. Hooper—Independent Director
Director Since: 2018 Age: 71 Committees: Audit (Chair) Executive Nominating/Governance	Experience The Directors’ Council (consulting firm) President and Chief Executive Officer (2013-present) Voyager Expanded Learning (provider of educational training services) President and Chief Executive Officer (1999-2000) Stadtlander Drug Company (pharmaceutical company) President and Chief Executive Officer (1998-1999)	Other Public Company Directorships UnitedHealth Group, Inc. (2007-present) Former Public Company Directorships Held in the Past Five Years PPG Industries, Inc. (1997-2020) Education University of Chicago, Master of Business Administration University of Pennsylvania, BS, Economics
Skills and Qualifications:
Finance Service: Through her extensive experience as a chief executive officer of various companies, Ms. Hooper has gained a broad base of knowledge regarding financial statements and financial strategy.
International: Ms. Hooper has experience as a board member of large companies with global operations.
Other Public Company Board: Ms. Hooper has been a director of Target Corporation, Warner Music Group Corporation and PPG Industries, Inc. and she is currently a director at UnitedHealth Group, Inc.
Retail / Consumer: During her time at Target Corporation and Warner Music Group Corporation, Ms. Hooper gained experience with consumer facing businesses.
Senior Leadership: As President and Chief Executive Officer of The Directors’ Council, a consulting firm that works with corporate boards to increase their independence, effectiveness and diversity, she has consulted with major companies to enhance the effectiveness of their corporate governance.

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Walter Isaacson—Independent Director
Director Since: 2006 Age: 71 Committees: Public Responsibility (Chair) Executive Nominating/Governance	Experience Perella Weinberg Partners (financial services firm) Advisory Partner (2017-present) The Aspen Institute (international education and leadership institute) President and Chief Executive Officer (2003-2018) CNN (media company) Chairman and Chief Executive Officer (2001-2003)	Other Public Company Directorships None Former Public Company Directorships Held in the Past Five Years None Education University of Oxford, Pembroke College, BA, Philosophy, Politics and Economics Harvard University, AB, History and Literature
Skills and Qualifications:
International: Mr. Isaacson has experience as a former executive officer at large companies with a multinational presence.
Other Public Company Board: Mr. Isaacson is the previous Chairman of the board of directors of CNN.
Senior Leadership: Mr. Isaacson has extensive senior leadership experience from his time as the chairman of CNN, the editor of TIME magazine, the Chief Executive Officer of The Aspen Institute (where he is now a Distinguished Fellow), an Advisory Partner at Perella Weinberg Partners, the chair emeritus of Teach for America and the chairman of the Broadcasting Board of Governors.

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James A. C. Kennedy—Independent Director
Director Since: 2016 Age: 69 Committees: Compensation Finance	Experience T. Rowe Price Group, Inc. (global investment management organization) President and Chief Executive Officer (2007-2015) Various other prior roles (1978-2007)	Other Public Company Directorships Columbia Care Inc. (2019-present) Former Public Company Directorships Held in the Past Five Years None Education Stanford Business School, Master of Business Administration Princeton University, BA, History
Skills and Qualifications:
Finance Service: Mr. Kennedy brings extensive finance-related experience to the Board gained from his time at T. Rowe Price Group, Inc.
International: Mr. Kennedy has experience as CEO of a Company with global operations.
Other Public Company Board: Mr. Kennedy also serves on the board of directors of Columbia Care Inc.
Senior Leadership: Mr. Kennedy brings to the Board a stockholders’ perspective and his expertise in management, finance and leadership from his career at T. Rowe Price.

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J. Scott Kirby—Chief Executive Officer and Director
Director Since: 2020 Age: 55 Committees: Executive Finance	Experience United Airlines Holdings, Inc. Chief Executive Officer (May 2020-present) President (August 2016-May 2020) American Airlines Group and American Airlines, Inc. (airline company) President (2013-August 2016) US Airways (airline company) President (2006-2013)	Other Public Company Directorships None Former Public Company Directorships Held in the Past Five Years None Education The George Washington University, MS, Operations Research United States Air Force Academy, BS, Computer Science and Operations Research
Skills and Qualifications:
Air, Travel & Transportation: Through his time at US Airways, American Airlines and now with the Company, Mr. Kirby has extensive and valuable experience in the airline industry.
International: Mr. Kirby has key expertise in the Company’s domestic and international operations.
Retail / Consumer: Mr. Kirby brings valuable expertise to the Board from his experience with marketing, sales, alliances and network planning at the Company.
Senior Leadership: As our Chief Executive Officer, Mr. Kirby is responsible for the Company’s business and ongoing operations and management’s efforts to implement the strategic priorities identified by the Board.

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Edward M. Philip—Chairman of the Board and Independent Director
Director Since: 2016 Age: 58 Committees: Executive (Chair) Nominating/ Governance (Chair) Audit	Experience Partners in Health (non-profit healthcare organization) Chief Operating Officer (2013-2017) Highland Consumer Fund (private equity company) Co-Founder and Managing General Partner (2006-2013) Decision Matrix Group (research and consulting firm) President and Chief Executive Officer (2004-2005) Lycos, Inc. (internet search company) President, COO and CFO (1996-2000) The Walt Disney Company (entertainment company) Vice President of Finance (1991-1995)	Other Public Company Directorships Hasbro, Inc. (2002-present) BRP Inc. (2005-present) Blade Air Mobility, Inc. (2019-present) Former Public Company Directorships Held in the Past Five Years None Education Harvard Business School, Master of Business Administration Vanderbilt University, BS, Math and Economics
Skills and Qualifications:
Finance Service: Mr. Philip brings to the board valuable experience in financial strategies from his time as Chief Financial Officer at Lycos, Inc. and Vice President of Finance at The Walt Disney Company.
International: Mr. Philip has served as an executive officer at large companies with world-wide operations.
Other Public Company Board: Mr. Philip currently serves on the boards of directors of Hasbro, Inc., BRP, Inc. and Blade Air Mobility, Inc.
Retail / Consumer: Through his time at Hasbro and Disney, Mr. Philip has gained expertise in brand management and consumer facing products.
Senior Leadership: Mr. Philip has served in multiple senior executive and director roles at large multinational companies.
Technology: Mr. Philip brings to the Board nearly three decades of leadership across the technology sector, including in senior positions at Lycos, Inc.

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Edward L. Shapiro—Independent Director
Director Since: 2016 Age: 58 Committees: Finance Nominating/Governance Public Responsibility	Experience PAR Capital Management, Inc. (investment management firm) Managing Partner (1999-2016) Portfolio Manager (1997-2016)	Other Public Company Directorships None Former Public Company Directorships Held in the Past Five Years Global Eagle Entertainment, Inc. (2013-2019) Education University of California, Los Angeles, Master of Business Administration University of Pennsylvania, BS, Economics
Skills and Qualifications:
Air, Travel & Transportation: Mr. Shapiro has been an active investor in the airline industry for more than 25 years and previously served as a director on the board of directors of US Airways prior to its merger with American Airlines.
Finance Service: Mr. Shapiro brings to the Board financial expertise and an investor’s perspective, having served in various capacities at PAR Capital Management, Inc. (“PAR”), an investment management firm specializing in investments in travel, media and internet-related companies, from 1997 to 2016.
Other Public Company Board: Mr. Shapiro served on the board of directors of Global Eagle Entertainment, Inc. from 2013 to 2019.
Senior Leadership: Through his various roles at PAR, Mr. Shapiro has gained valuable executive level experience that he brings to the Board.
Technology: Mr. Shapiro also provides the Board with experience in e-commerce and information technology from his time as a director of Global Eagle Entertainment, Inc, a provider of a wide range of connectivity solutions, including portable entertainment solutions.

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Laysha Ward—Independent Director
Director Since: 2021 Age: 55 Committees: Nominating/Governance Public Responsibility	Experience Target Corporation (retail corporation) Executive Vice President, Chief External Engagement Officer (2017-present) Executive Vice President, Chief Corporate Social Responsibility Officer (2015-2017) President, Community Relations and Target Foundation (2008-2015)	Other Public Company Directorships Denny’s Corporation (2010-present) Former Public Company Directorships Held in the Past Five Years None Education University of Chicago, MA, Social Services Administration Indiana University Bloomington, BS, Journalism
Skills and Qualifications:
Other Public Company Board: Ms. Ward serves on the board of directors of Denny’s Corporation.
Retail / Consumer: Ms. Ward has extensive experience with brand management gained from her time in various positions at Target Corporation.
Senior Leadership: Ms. Ward has served in various senior leadership positions at Target Corporation over the past 15 years.

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Item 1—Election of Directors

James M. Whitehurst—Independent Director
Director Since: 2016 Age: 55 Committees: Compensation (Chair) Executive Nominating/Governance	Experience International Business Machines Corporation (technology company) Senior Advisor (July 2021-May 2022) President (April 2020-July 2021) Senior Vice President (2019-April 2020) Red Hat, Inc. (provider of open source enterprise IT products and services) President and Chief Executive Officer (2008-2019) Delta Air Lines, Inc. (airline company) Chief Operating Officer (2005-2007) Chief Network and Planning Officer (2004-2005) Senior Vice President-Finance, Treasury and Business Development (2002-2004)	Other Public Company Directorships Amplitude, Inc. (2021-present) Software AG (2023-present) Former Public Company Directorships Held in the Past Five Years Red Hat, Inc. (2008-2019) SecureWorks Corp. (2016-2019) Education Harvard Business School, Master of Business Administration Rice University, BS, Computer Science and Economics
Skills and Qualifications:
Air, Travel & Transportation: Mr. Whitehurst gained extensive experience with the airline industry through his time at Delta Air Lines, Inc.
Finance Service: Mr. Whitehurst brings to the Board significant experience in financial and capital strategy having served in various operational roles throughout his career.
International: Mr. Whitehurst spent six years at Delta, where he managed airline operations and drove significant international expansion during his tenure.
Other Public Company Board: Mr. Whitehurst currently serves on the boards of directors of Amplitude, Inc. and Software AG and has served on the boards of directors of Red Hat, Inc. and SecureWorks Corp.
Senior Leadership: Mr. Whitehurst brings executive management experience to the Board having served in various senior officer roles.
Technology: Mr. Whitehurst also has experience in data analytics and information technology from his time at International Business Machines Corporation and Red Hat, Inc.

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Directors to be Elected by the Holders of Other Classes of Stock

THE HOLDERS OF COMMON STOCK DO NOT VOTE ON THE ELECTION OF THE FOLLOWING DIRECTORS.

The ALPA is the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock. The ALPA became the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. whereby the ALPA has the right to elect one member to the Board at each annual meeting of stockholders.

The IAM is the sole holder of the Company’s Class IAM Junior Preferred Stock. The IAM became the sole holder of the Company’s Class IAM Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. whereby the IAM has the right to elect one member to the Board at each annual meeting of stockholders.

Each of the ALPA director and the IAM director was previously elected by the holders of the applicable class of our preferred stock and has served continuously as a director since the date of his first election as noted herein.

ALPA Director—Elected by the Holder of Class Pilot MEC Junior Preferred Stock

The ALPA has nominated and intends to reelect Captain Garth Thompson as the ALPA director at the Annual Meeting. He became the ALPA director on January 24, 2023. Captain Thompson is a current employee of the Company, serving as the representative of the ALPA to the Board. Captain Thompson is not entitled to receive any cash or equity compensation from the Company as a director but is entitled to receive certain travel and charitable contribution benefits related to service as a director. For a description of such travel and charitable contribution benefits, see “Director Compensation.”

Captain Garth Thompson—ALPA Director
Director Since: 2023 Age: 53	Experience ALPA Chair of the ALPA United Airlines Master Executive Council (January 2023-present) Local Council Representative (1995-1997; November 2022-January 2023) United Airlines, Inc. Pilot of Boeing 727, 737, 747, 757, 767, and 777; Airbus 319; and currently Airbus 320 aircraft (1993-present)	Other Public Company Directorships None Former Public Company Directorships Held in the Past Five Years None Education Metropolitan State College of Denver, BS, Aerospace Science
Skills and Qualifications:
Air, Travel & Transportation: Captain Thom pson has served as a pilot of Boeing 737 and 777 aircraft and currently of Airbus 320 aircraft.
Senior Leadership: Captain Thompson serves as the Chairperson of the ALPA Master Executive Council, a position he has held since January 2023.

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IAM Director—Elected by the Holder of Class IAM Junior Preferred Stock

The IAM has nominated and intends to reelect Richard Johnsen as the IAM director at the Annual Meeting. He became the IAM director on July 6, 2021. Mr. Johnsen is a current employee of the Company on union leave of absence, serving as the representative of the IAM to the Board. Mr. Johnsen is not entitled to receive any cash or equity compensation from the Company as a director but is entitled to receive certain travel and charitable contribution benefits related to service as a director. For a description of such travel and charitable contribution benefits, see “Director Compensation.”

Richard Johnsen—IAM Director
Director Since: 2021 Age: 54 Committees: Public Responsibility	Experience IAM General Vice President of the Air Transport Territory (May 2022-Present) Special Assistant to the International President (June 2021-April 2022) Chief of Staff to the International President (February 2021-May 2021) IAM Representatives Association President (2017-2021) IAM Transportation Department Grand Lodge Special Representative (2001-2017) Assistant General Chairperson (district 141 M) (2000-2001)	Other Public Company Directorships None Former Public Company Directorships Held in the Past Five Years None Education University of Maryland, BS, Management Information Systems
Skills and Qualifications:
Air, Travel & Transportation: Mr. Johnsen has served in various positions within the IAM throughout his career.
Senior Leadership: Mr. Johnsen currently serves as Chief of Staff to the International President of IAM and has held various other leadership positions with the IAM.

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Board and Corporate Governance Matters

Board Selection and Election

Majority Vote Standard and Mandatory Director Resignation

All directors are elected annually.

Our Amended and Restated Bylaws and our Corporate Governance Guidelines provide that a majority of the votes cast is required to elect directors in uncontested elections. An “uncontested election of directors” means an election of directors in which the number of nominees does not exceed the number of directors to be elected as of the date that is 10 days prior to the date of filing the definitive proxy statement (such as the election of directors at the Annual Meeting). This means that the number of votes cast for a nominee must exceed the number of votes cast against that person. Abstentions and “broker non-votes” will have no effect on the election of directors. The Corporate Governance Guidelines require any current director who does not receive a majority of votes cast to tender his or her resignation as a director to the Board promptly following the certification of the stockholder vote. The Nominating/Governance Committee, without participation by any director tendering their resignation, will consider the resignation offer and recommend to the Board whether to accept or reject the resignation offer or take another action. The Board, without participation by any director tendering their resignation, will act on the Nominating/Governance Committee’s recommendation within 120 days following certification of the stockholder vote and promptly disclose its decision by press release, filing of a Current Report on Form 8-K or another public means of disclosure deemed appropriate.

In a contested election, the required vote would be a plurality of votes cast.

If for any reason any nominee is unable or unwilling to serve as a director, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Board names one. Alternatively, the Board may reduce the number of directors that serve on the Board to eliminate the vacancy.

Board Composition and Succession Planning

Regular Assessment of Our Board Composition

Pursuant to its charter, the Nominating/Governance Committee is primarily responsible for maintaining a strong and diverse Board and is focused on Board succession planning on a continuous basis. In performing this function, the Nominating/Governance Committee regularly assesses the appropriate size and composition of our Board and evaluates and determines the most impactful and desirable mix of experience, attributes, balance of professional skills and diversity of perspectives for our Board as a whole as well as the qualifications and attributes of individual directors and director candidates in light of current and expected future needs of the Board and the Company and as described in our Corporate Governance Guidelines. As opportunities and challenges facing the Company continue to evolve and in consideration of potential retirements and departures, our Nominating/Governance Committee continues to proactively evaluate our Board’s size and composition and succession planning to facilitate a smooth transition and maintain continuity of experience, attributes, a balance of professional skills and a diversity of perspectives in the boardroom. The Nominating/Governance Committee also reviews each current director’s contributions, considering the results of the most recent Board, Committee and peer evaluations, as further described on page 48.

Non-Preferred Stock Director Nomination Process

The Nominating/Governance Committee also establishes and reviews, as necessary, criteria to be used by the Board for identifying and selecting new non-preferred stock directors and recommending current non-preferred stock directors for nomination and election during the annual stockholders meeting or for appointment to fill

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vacancies to the full Board. In identifying and selecting new non-preferred stock directors and recommending non-preferred stock directors for reelection, the Nominating/Governance Committee carefully considers a variety of characteristics, including the nominee’s experience (including in positions with a high degree of responsibility and in any emerging governance, industry or market trends impacting the Company (such as ESG issues)), attributes (including diversity attributes), skills (including financial literacy), integrity and ability to work well with others. The Committee also considers a wide range of additional factors, including other positions the director or candidate holds, including other boards of directors on which he or she serves; the results of the Board and Committee evaluations; each director’s and candidate’s projected retirement date; the independence of each director and candidate; and the Company’s current and future business needs.

The Nominating/Governance Committee uses a variety of sources to identify potential new non-preferred stock candidates, including Board members, members of management and stockholder recommendations. The Nominating/Governance Committee also retains independent third-party search firms, consultants and other advisors as appropriate to help identify, screen and evaluate potential non-preferred stock director candidates and to enhance our Board’s preparedness in the event of an unplanned non-preferred stock director departure. Potential non-preferred stock director candidates are identified based on a candidate profile that includes the relevant skills and experiences being sought at that time as well as the Board membership criteria described in the above paragraph and under the heading “Board Diversity” on page 30 and are interviewed by our Chairman, our Chief Executive Officer, our President, the Nominating/Governance Committee and other directors, as applicable. At the same time, the Nominating/Governance Committee will contact references for the candidate. A background check is completed before a final candidate recommendation is made to the Board. After completing the evaluation and interview process, the Nominating/Governance Committee makes a recommendation to the full Board as to the persons who should be nominated by our Board and the full Board determines non-preferred stock director candidates best qualified to serve the interests of the Company and our stockholders after considering the recommendation and any additional information it may deem appropriate.

Stockholder Nominations for Directors

In addition, the Nominating/Governance Committee considers candidates for director suggested by stockholders. The Nominating/Governance Committee considers all potential candidates in the same manner and by the same standards regardless of the source of the recommendation and acts in its discretion in making recommendations to the full Board. Candidates for director recommended by stockholders must be able to fulfill the independence standards established by the Board as set forth in the applicable Nasdaq Listing Rules, any other applicable rules or regulations and the Company’s Corporate Governance Guidelines as outlined below under “Director Independence.”

Holders of Common Stock may submit director candidates for consideration (other than those elected by holders of preferred stock of the Company) by writing to the Chairman of the Nominating/Governance Committee, United Airlines Holdings, Inc., c/o the Corporate Secretary’s Office, 233 S. Wacker Drive, Chicago, Illinois 60606. Stockholders must provide the recommended candidate’s name, biographical data, qualifications and other information required by Section 2.10 of the Amended and Restated Bylaws with respect to director nominations by stockholders.

In addition to recommending director candidates to the Nominating/Governance Committee, stockholders may also, pursuant to procedures established in the Amended and Restated Bylaws, directly nominate one or more director candidates to stand for election at an annual or special meeting of stockholders. For a regularly scheduled annual meeting of stockholders, a stockholder wishing to make such a nomination must deliver written notice of the proposed nomination to the Secretary of the Company not later than the close of business on the 90th day or earlier than the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. For a special meeting of stockholders, a stockholder wishing to make such a nomination must deliver written notice of the nomination to the Secretary of the Company not earlier than 120 days prior to the date of such special meeting and not later than the close of business on the later of: (x) 90 days prior to the date of such special meeting; and (y) 10 days following the day on which public announcement is first made of the date of such special