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Washington, D.C. 20549





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


Date of Report (Date of earliest event reported): March 28, 2024



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


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


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







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


On April 1, 2024, United Airlines Holdings, Inc. (the “Company”) announced that, on March 29, 2024, the board of directors (the “Board”) of the Company, upon the recommendation of the Nominating/Governance Committee, elected Michelle Freyre to serve as a member of the Board effective on April 1, 2024 for a term continuing to the Company’s next Annual Meeting of Stockholders, when Ms. Freyre will be a nominee for election by stockholders. The size of the Board was increased from 14 directors to 15 directors in connection with the election of Ms. Freyre.


The Board also determined that Ms. Freyre is “independent” under the applicable standards of The Nasdaq Stock Market and the independence standards adopted by the Board in the Company’s Corporate Governance Guidelines. The Board also approved the recommendation of the Nominating/Governance Committee of the Board to assign Ms. Freyre to serve as a member of the Finance Committee and the Public Responsibility Committee of the Board.


There were no arrangements or understandings between Ms. Freyre and any other persons pursuant to which she was elected to the Board, and since the beginning of the last fiscal year, there have been no related party transactions between the Company and Ms. Freyre that would be reportable under Item 404(a) of Regulation S-K.


Ms. Freyre will receive compensation for her service as a non-employee director on the Board in accordance with the Company’s standard compensatory arrangement for non-employee directors, subject to proration to reflect the commencement date of her service on the Board. The Company’s non-employee director compensation program for 2022 is described under the caption “2022 Director Compensation” in the Company’s definitive proxy statement for its 2023 Annual Meeting of Stockholders held on May 24, 2023 filed with the Securities and Exchange Commission on April 13, 2023.


On March 28, 2024 and March 29, 2024, respectively, Carolyn Corvi and James A. C. Kennedy each notified the Board that they would retire and resign from the Board at the end of their current terms effective as of the date of the 2024 Annual Meeting of Stockholders. Neither Ms. Corvi’s departure nor Mr. Kennedy’s departure is due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company thanks Ms. Corvi and Mr. Kennedy for their Board service.


Item 7.01 Regulation FD Disclosure.


On April 1, 2024, the Company issued a press release regarding Ms. Freyre’s appointment to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


The information in this Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits.


99.1   Press release of United Airlines Holdings, Inc. dated April 1, 2024
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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


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


Date: April 1, 2024





Exhibit 99.1 




United Airlines Names Michelle Freyre to Board of Directors


CHICAGO, April 1, 2024 – United Airlines Holdings, Inc. (UAL) announced today that Michelle Freyre is joining its Board of Directors. Freyre currently serves as President, Global Brands, Clinique and Origins, at The Estée Lauder Companies, where she is responsible for guiding the brands’ overall strategic vision and driving global growth.


“Michelle’s extensive experience in business and product strategy will make her an excellent addition to our already strong Board of Directors,” said United CEO Scott Kirby. “In each of her previous roles, Michelle has deftly balanced modernizing and celebrating the historic brands she has overseen.”


“We are excited to welcome Michelle to the Board of Directors and look forward to the valuable insight and experience she will bring to United,” said Ted Philip, Chairman of the Board of Directors. “For the last two decades, Michelle has guided some of the most prominent brands in corporate America and her sophisticated understanding of large brands to serve the needs of customers is valuable experience that will benefit United and our Board of Directors.”


“I am honored to join the Board of Directors at United Airlines and contribute my brand-building experience, global perspectives and passion for serving discerning consumers to such an iconic, transformative and prominent brand,” said Michelle Freyre. “As someone who is focused on a consumer-centric approach, I admire the elevated experience United Airlines offers to its consumers around the world. Furthermore, I am humbled to have this opportunity to represent my Latina community.”


Freyre has a proven track record of leading influential brands and has been recognized by Fortune, Bloomberg, and the Association of Latino Professionals For America as one of America’s Most Powerful and Influential Latinas in Business. In her role overseeing Clinique and Origins, Freyre has led brand initiatives to reach new consumers across different generations, while preserving the iconic essence of the brands. Her personable leadership style and commitment to lead with empathy and authenticity fosters an inclusive culture across Clinique, Origins and The Estée Lauder Companies.


Previously, Freyre spent 20 years at Johnson & Johnson (“J&J”) in various roles across marketing and sales, including as President, U.S. Beauty, J&J Consumer Health Products division. Prior to her service with J&J, Michelle held Brand Marketing positions with other companies including Pepsi-Cola Company. She grew up in Puerto Rico and holds a B.A. from Yale University and an MBA from Harvard Business School.


Michelle will join along with Rosalind Brewer, who was added to the Board earlier this year. After successful tenures, Directors James Kennedy and Carolyn Corvi will not stand for reelection this year.


“I would like to express my gratitude to Jim and Carolyn for their service on United’s Board of Directors and for their tireless work to help grow United into the best airline in aviation history,” said United CEO Scott Kirby.







About United


At United, Good Leads The Way. With U.S. hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C., United operates the most comprehensive global route network among North American carriers, and is now the largest airline in the world. For more about how to join the United team, please visit www.united.com/careers and more information about the company is at www.united.com. United Airlines Holdings, Inc., the parent company of United Airlines, Inc., is traded on the Nasdaq under the symbol "UAL”.