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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

(Amendment No. 1) 

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): January 16, 2024

 

UNITED AIRLINES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

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

 

233 S. Wacker Drive, Chicago, IL   60606
(Address of principal executive offices)   (Zip Code)

 

(872) 825-4000

Registrant’s telephone number, including area code

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Registrant   Title of Each Class   Trading
Symbol
  Name of Each Exchange
on Which Registered 
United Airlines Holdings, Inc.  Common Stock, $0.01 par value  UAL  The Nasdaq Stock Market LLC
United Airlines Holdings, Inc.  Preferred Stock Purchase Rights  None  The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

 

 

Explanatory Note

 

On January 22, 2024, United Airlines Holdings, Inc. (the "Company") filed a Current Report on Form 8-K (the "Original Form 8-K") announcing that the United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International designated Captain Anne Worster to fill the vacancy resulting from the departure of Captain Garth Thompson from the Company's Board of Directors (the "Board"), effective February 27, 2024. At the time of filing the Original Form 8-K, the Board had not yet designated any committees of the Board on which Captain Worster would serve. This Amendment No. 1 to the Original Form 8-K is being filed to report that, effective February 28, 2024, the Board approved the recommendation of the Nominating/Governance Committee to assign Captain Worster to serve as a member of the Public Responsibility Committee of the Board. Except as set forth herein, the Original Form 8-K is unchanged.

 

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

 

Effective February 28, 2024, the Board approved the recommendation of the Nominating/Governance Committee to assign Captain Worster to serve as a member of the Public Responsibility Committee of the Board.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  UNITED AIRLINES HOLDINGS, INC.
     
     
  By: /s/ Robert S. Rivkin
  Name: Robert S. Rivkin
  Title: Senior Vice President, Chief Legal Officer and General Counsel

 

Date: February 28, 2024