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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:

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United Airlines Holdings, Inc.

(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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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 2024 Annual Meeting of Stockholders, which is scheduled to be held on Wednesday, May 22, 2024 at 9:00 a.m., Central Time.

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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 to support management’s efforts to optimize our operations, deliver excellent customer service and strengthen our safety culture while continuing to invest in our people and pursue corporate responsibility goals aimed to inspire the world to action. Since safety is not only essential to our success but also foundational to our culture, the Board is dedicated to ensuring that our safety processes and systems meet the highest standards of safety and to cultivating a culture of safety, including through our “No Small Roles in Safety” strategy that reinforces each employee’s significant role in enabling the highest level of safety performance for our customers and employees. In addition, the Board is proud of the progress United and its employees have made on our United Next plan and of achieving yet another year of strong results and margin growth, confirming that our disciplined execution of the United Next plan is working.

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We also place a high priority on communicating with our investors. In the past few years, we developed a robust stockholder engagement program and discussed with stakeholders a range of topics, including our business strategy and priorities as well as our ESG strategy. The feedback we gathered from these engagements has been helpful as the Board reviews changes and updates to our policies, practices and disclosures. We look forward to continuing our dialogue with you.

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As part of our intentional Board refreshment over the last several years, we would like to share several changes to our Board. We recently welcomed Rosalind (Roz) Brewer and Michelle Freyre as independent directors and are pleased to announce their nominations for election by the holders of our common stock at the Annual Meeting. Roz’s vast executive leadership experience, including most recently as President and CEO of Walgreens Boots Alliance, Inc., has already been a valuable addition to our Board. We also look forward to benefitting from Michelle’s extensive experience in business and product strategy as President of Global Brands, Clinique and Origins at The Estée Lauder Companies. We also welcomed Captain Anne Worster, who was appointed to the Board by the United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International following Captain Garth Thompson’s departure from the Board in February 2024. The addition of these three directors further strengthens our Board’s diversity and its mix of skills, experiences and perspectives. We also offer our sincere appreciation to Jim Kennedy and Carolyn Corvi, who will retire from the Board effective as of this Annual Meeting, as well as to Captain Thompson for their years of exemplary service and devotion to the Company and its stakeholders.

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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 of our directors and the other items described in this Proxy Statement by voting, as promptly as possible, through one of the options outlined 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 2024.

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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,

In 2023, we successfully executed the first year of our United Next plan and achieved strong financial results, delivering margins near the top of the industry. Our investments in our business, product, infrastructure, training and people are further differentiating United and are driving higher returns for the business. We’ve built incredible momentum while overcoming significant industry challenges. Over the last year, we’ve gained market share, strengthened our operations and achieved high customer satisfaction scores. Today, the United team remains focused on continuing to execute our United Next plan to deliver long-term growth and create value for our stakeholders. I’d like to also note selected highlights from 2023 below:

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Safety

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United Next Network Plan

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Overcoming Industry Challenges

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2023 Financial Results

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Infrastructure Investments for the Future

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People

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⁽¹⁾Adjusted pre-tax income, adjusted pre-tax margin and adjusted diluted earnings per share are non-GAAP financial measures. Please refer to Appendix A for a definition of each of these measures and a reconciliation of each measure to the most directly comparable GAAP financial measure.

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Technology

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Environmental Sustainability

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The entire United team is passionate about our goal of building the world’s best airline. The United Team continues to focus on our Core Four – Safety, Caring, Dependability, and Efficiency, in that order.  All of us at United are proud of what we’re building and excited to continue building the world’s best airline, which benefits our employees, our customers, and our stockholders.

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Sincerely,

Scott Kirby

Board Member and Chief Executive Officer

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Notice of 2024 Annual Meeting of Stockholders

Notice is hereby given that the 2024 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).

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 www.virtualshareholdermeeting.com/UAL2024.

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Electronic Delivery of Proxy Materials

United is committed to operating sustainably and responsibly.

We encourage all stockholders to voluntarily elect to receive all proxy materials electronically. This helps reduce the paper mailed to you and supports our goal of reducing our emissions.

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Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 22, 2024:
Our Board of Directors is soliciting your proxy on behalf of the Company for the Annual Meeting, which will be held on May 22, 2024 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 12, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials to stockholders informing them that this Notice of 2024 Annual Meeting of Stockholders, the accompanying proxy statement and our 2023 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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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 “Company Information,” “Our Business Performance” 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, 2023 (“2023 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 2023 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 2024 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 12, 2024 to our stockholders of record as of March 25, 2024 (the “Record Date”).

Annual Meeting Information

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Company Information

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United is the largest airline in the world. Our 100,000+ employees help 140 million customers get to nearly 350 destinations across six continents each year.

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Our Business Performance

We delivered the following financial results:

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Corporate Governance Highlights

We are committed to strong corporate governance policies that promote the interests of our stockholders and strengthen Board and management accountability. The Board and Corporate Governance Matters section beginning on page 36 describes our governance framework and our Compensation Discussion and Analysis section beginning on page 77 describes our executive compensation program. Those sections include the following highlights:

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Item 1 | Election of Directors
(► see page 17 for more information)

The Board has nominated the following 11 director nominees for election by the holders of shares of our Common Stock: Ms. Rosalind Brewer, Ms. Michelle Freyre, Mr. Matthew Friend, Mr. Barney Harford, Ms. Michele Hooper, Mr. Walter Isaacson, 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 reelect Captain Anne Worster 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 36.

Director Nominee Details

The following tables provide summary information of our Board if our director nominees are elected.

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ACTIVE STAKEHOLDER ENgAGEMENT IN FISCAL 2023

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Item 2 | Ratification of Appointment of Independent Registered Public Accounting Firm
(► see page 72 for more information)

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, 2024, subject to ratification by the holders of shares 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 2024 is in the best interest of the Company and its stockholders. Detailed information about Ernst & Young’s appointment and fees for 2023 and 2022 can be found beginning on page 73.

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Item 3 | Advisory Vote to Approve Executive Compensation
(► see page 76 for more information)

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 2023 Annual Meeting of Stockholders, the Board has determined to seek an annual nonbinding advisory vote from our stockholders to approve the 2023 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 2023 compensation paid to our NEOs as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in this Proxy Statement. For additional information on our 2023 executive compensation program and the 2023 decisions made by the Compensation Committee, we encourage stockholders to review, in detail, the section entitled Compensation Discussion and Analysis beginning on page 77.

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Executive Compensation Summary for 2023

Compensation Program Highlights

Our 2023 executive compensation program (the “2023 Program”) was designed to motivate and reward our management team for advancing United’s strategic priorities. 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 2023 Program.

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2023 TOTAL TARGET COMPENSATION MIX

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Item 4 | Vote to Approve the Second Amendment to the United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan
(► see page 144 for more information)

The Compensation Committee recommended, and the Board has approved, the Second Amendment (the “Plan Amendment”) to the United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan (“2021 Plan”), subject to approval by the holders of shares of Common Stock at the Annual Meeting. The Board, therefore, is presenting a resolution to the holders of shares 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 145.

Item 5 | Vote to Approve the Company’s Tax Benefits Preservation Plan
(► see page 155 for more information)

On December 4, 2020, the Board adopted the Tax Benefits Preservation Plan, which was approved by the Company’s stockholders at the 2021 annual meeting of the Company’s stockholders. Since that time, the Tax Benefits Preservation Plan has been twice amended, including to extend the expiration date from December 4, 2023 to December 4, 2026 (subject to other earlier termination events, including if stockholder approval of the Tax Benefits Preservation Plan, as amended, has not been obtained at the Annual Meeting). The Board believes the Tax Benefits Preservation Plan, as amended, is in the best interests of the Company and its stockholders. Detailed information about the Tax Benefits Preservation Plan, as amended, can be found beginning on page 156.

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United’s Approach to Environmental, Social and Governance

At United "Good Leads the Way" is more than a slogan; it fuels our mission to build the world's biggest and best airline. Our employees around the world are joined together to enable 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.

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Today, United is viewed not only as a leader in aviation but as a leader among the world’s largest corporations. Our leadership is driven by our desire to blaze new trails by being a force for good, responsive to the world in which we operate, responsible for our actions and committed to doing the right thing. We identified seven corporate responsibility focus areas set forth below that we believe are critical to our business needs, maintain our corporate values, build stockholder value and improve the communities in which we live and fly. To learn more about the Company’s corporate responsibility focus areas, please see our Corporate Responsibility Report on our Investor Relations website at https://crreport.united.com/.

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United takes an integrated approach to our environmental, social and governance (“ESG”) performance:

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Oversight of our corporate responsibility strategy starts at the Board level, which, as a whole and through its Committees, has responsibility for overseeing corporate responsibility goals, targets, commitments, strategies, initiatives, risks, assessments, disclosures and external engagement and related matters. Each of the Public Responsibility, Audit, Nominating/Governance, Executive and Compensation Committees are charged with oversight and implementation of specific areas of corporate responsibility focus. This distributed allocation of responsibilities among the various Committees helps ensure dedicated attention to implementation of our corporate responsibility strategy. In 2023, the Board, in full and in individual committees, discussed a range of corporate responsibility topics, including the seven corporate responsibility focus areas identified above, as well as political engagement and contributions, technology and data privacy.

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United’s Approach to Environmental, Social and Governance

United’s executive team also provides management-level oversight over United’s corporate responsibility strategy and is responsible for reviewing, refining and implementing long-term corporate responsibility strategies and periodically updating the full Board and the Committees, as applicable, on issues related to the implementation of the corporate responsibility strategies. Through the review process and ongoing check-ins with United team leaders of our corporate responsibility focus areas, United’s executive team approves the creation of corporate responsibility goals and initiatives and monitors progress toward the goals by maintaining regular communication with dedicated teams of corporate responsibility professionals and subject-matter experts throughout the Company.

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Throughout 2023, the Corporate Secretary’s Office, in partnership with Investor Relations, hosted calls with stakeholders and investor groups focusing specifically on Board and Committee oversight of various corporate responsibility matters, including environmental sustainability topics, such as our stated GHG emissions goals, and human capital management, including our people impact initiatives and how we have invested in our team. Our stakeholder engagement enables us to better understand our stakeholders’ priorities and perspectives. The stakeholders to whom we spoke to in 2023 were supportive of our corporate responsibility strategy.

We believe that our stakeholder engagement program is successful in part because our public disclosures allow our various stakeholders to measure our performance and track our progress against our goals. Examples of our disclosures include the following:

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We will continue to evaluate our corporate responsibility strategy and disclosures as we develop and implement our corporate responsibility strategy.

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United’s Approach to Environmental, Social and Governance

We continued to receive recognition for our corporate responsibility leadership by the following third-party organizations:

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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 15. 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. Brewer, Ms. Freyre, Mr. Friend, Mr. Harford, Ms. Hooper, Mr. Isaacson, Mr. Kirby, Mr. Philip, Mr. Shapiro, Ms. Ward and Mr. Whitehurst) for election by the holders of shares of our Common Stock as directors of the Company at the Annual Meeting. If all of the nominees are elected at the Annual Meeting, the size of the Board will be reduced to 13. Proxies cannot be voted for a greater number of persons than the number of nominees named. 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”). The ALPA has nominated and intends to reelect Captain Anne Worster as the ALPA director 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.

Other than Ms. Brewer, who was appointed to the Board effective February 28, 2024, and Ms. Freyre, who was appointed to the Board effective April 1, 2024, to serve until the 2024 Annual Meeting and to stand for election by stockholders at the meeting, each Board nominee being voted on by holders of Common Stock was elected by our stockholders at the 2023 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.

As previously disclosed, Captain Garth Thompson resigned from the Board on February 27, 2024 in connection with the conclusion of his term as the master chair of the ALPA-MEC and the ALPA subsequently appointed Captain Anne Worster to fill the ALPA director vacancy resulting from Captain Thompson’s departure. We thank Captain Thompson for his Board service and contributions to the Company.

Additionally, Ms. Carolyn Corvi, on March 28, 2024, and Mr. James A. C. Kennedy, on March 29, 2024, notified the Company of their respective decisions not to stand for reelection to the Board. We thank Ms. Corvi and Mr. Kennedy for their 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.

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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 align with both 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 emerging governance, industry and market trending areas impacting the Company (such as ESG, cybersecurity, and safety issues)), attributes, balance of professional skills and a diversity of perspectives that, taken together, are relevant and beneficial in fulfilling the Board’s oversight of the Company’s business and strategy on behalf of the Company’s stockholders and other stakeholders and in strengthening and supporting senior management. The Nominating/Governance Committee and the Board also believe that each director nominee has the integrity and sound business judgment to act in what the nominee 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.

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Item 1 - Election of Directors

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.

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Item 1 - Election of Directors

Board Diversity

In furtherance of effective governance and risk oversight, the Board is committed to nomination and Board refreshment practices designed to garner a diversity of thought, represented by a diversity of backgrounds and experiences, among the members of the Board. Specifically, the Company’s Corporate Governance Guidelines and the charter of the Nominating/Governance Committee 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 March 25, 2024. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

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Item 1 - Election of Directors

Director Refreshment

Our Board represents an intentional mix of long-tenured directors and new perspectives, insights, expertise, and experiences. The average tenure of our director nominees is 5.31 years, with seven of our current directors having joined our Board since 2019.

The Board uses refreshment processes to enable it to evaluate the continued alignment of the Board’s membership with the needs of United. The Board’s refreshment processes involve periodically reviewing and assessing director skills, as reflected in our director skills matrix and evaluating the experience required for membership accordingly. The Board also enables periodic refreshment through its retirement policy contained in the Corporate Governance Guidelines which provides that no director may be nominated to a new term if he or she would be 75 years of age or older at the time of the election.

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Item 1 - Election of Directors

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 2024 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.

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Item 1 - Election of Directors

Skills and Qualifications:

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Skills and Qualifications:

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