United Airlines Holdings, Inc. (UAL)
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AGM 2024

May 22, 2024

Operator

Good day, and welcome to the United Airlines Holdings, Inc. 2024 Annual Meeting of Stockholders. We do not expect any technical difficulties. However, if you experience any technical difficulties during the meeting, please call the technical support number posted on the virtual meeting website. In the event we lose audio or webcast connection and we are unable to provide any updates, please wait 10 minutes for a resolution. Please refer to the company's investor relations website for updates. Today's annual meeting conference is being recorded and will be available for replay by those who are not able to attend and for later reference by attendees. If you do not consent to this recording, please disconnect immediately.

If during this meeting, any statements are made concerning any projected financial or other forward-looking information, the company refers you to the company's Form 10-K, Form 10-Q, and other reports filed with the SEC for a discussion of risks and other important factors that could cause its actual results to differ materially from the company's current expectations. Except, as required by law, we do not undertake to update these statements. In addition, please refer to the company's IR page for a reconciliation of any financial measures that it uses, which were not prepared in accordance with GAAP. At this time, I would like to turn the meeting over to Ted Philip, Chairman of the Board.

Edward L. Philip
Non-Executive Chairman, United Airlines

Hello, and thank you for joining us. I'm Ted Philip, and I'm honored to serve as Chairman of the United Airlines Holdings, Inc. Board of Directors. Together with my fellow directors, I want to welcome you to our 2024 virtual Annual Meeting of Stockholders. Before I move to today's agenda, I have a few comments on behalf of the Board of Directors on United's safety culture, which is the first pillar of our Core Four service standard and our number one priority. I've worked closely with my fellow board members, our CEO, Scott Kirby, and management to support the company's efforts to ensure that our safety processes and systems meet the highest standards. We are focused on cultivating our safety culture, 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.

Now, I will briefly go through an overview of what today's meeting will look like. To start things off, Scott Kirby will update you on the company's priorities and projects. Once he is done, our Corporate Secretary, Anna Ha, will conduct the formal business portion of our meeting. After that is complete, we will have a live question-and-answer session that will include Scott and our President, Brett Hart. Before I hand it over to Scott, I'd like to take a moment and acknowledge our other directors who are in attendance. We have Roz Brewer, Michelle Freyre, Matt Friend, Barney Harford, , Walter Isaacson, Michele Hooper, Richard Johnsen , Scott Kirby, Ed Shapiro, Laysha Ward, Jim Whitehurst, and Captain Anne Worster. On behalf of the board of directors, we would like to thank you for your interest and continued confidence in United and the opportunity to serve United as directors on your behalf.

Now, I'll turn it over to Scott for his remarks. Thank you.

Scott Kirby
CEO, United Airlines

Thank you, Ted, and thanks to all of you for joining us today. On behalf of the entire United team, I'm happy to welcome you to our 2024 Annual Stockholders Meeting. Here at United, the last four years have been pivotal to our company's growth. 2019 was a turning point for our company, our industry, and the world we all operate within. We approached the pandemic differently than our competitors, and we emerged from that challenging period with the momentum to become the world's largest and best airline, with safety to match. In 2023, we began to clearly see that long-term strategy come to life. We invested in our business, product, infrastructure, training, and people to execute on our goals, and the results have been tremendous.

We've achieved strong financial results, gained market share, strengthened our operation, and achieved high customer satisfaction scores, all of which are creating value for our stakeholders. Here at United, we are focused on being the world's best and biggest airline. Safety remains the crucial bedrock to this exciting growth we are seeing. Part of being the biggest and the best is having the best safety culture and safety systems of any airline. Like Ted mentioned, as our first Core Four value, safety is the foundation of everything we do to guide our business. We're building an airline that our employees are proud to work for and customers are excited to fly with. An airline that is safe, innovative, and cares for our customers and people. I'd like to highlight some of the ways we've executed on this vision.

Our prominent safety culture is only getting stronger as we continue to meet the highest standards of all operations across the business. Last year, employees utilized our safety management system at an all-time high, and severe injuries were down 7% as compared to 2022, a result of our strong injury prevention programs and transitional duty programs. We adjusted our flight crew policies to ensure flight attendants are seated by 10,000 feet during arrival, preventing the risk of injury, and we commenced ongoing peer audits in the flight deck for consistent evaluation of our policies and procedures. Committing to training and employing the next generation of world-class aviation professionals is vital for the success of our airline.

In 2023, we celebrated many important milestones for our team, one of which was passing the 100,000 employee mark. We also graduated United Aviate Academy's inaugural class of pilots and reached three key labor deals. United Pilots, represented by ALPA, ratified a new 4-year contract. We ratified a 2-year contract with the IBT for our 8,200 United technicians, and employees represented by the IAM ratified a new 2-year contract in May. In 2023, we began to see our United Next plans for network growth and increased capacity come to life. We became the world's largest airline and carried the largest number of passengers in a year in our airline's history. Our technology continues to differentiate United from our competitors.

We became the first airline to launch Live Activities for the iPhone, a feature that puts trip information at the user's fingertips and was utilized by more than 65 million travelers last year. We also kept our position as the world's most downloaded airline app, adding a new personalized in-airport navigation guide and an in-app bag tracking feature. Our operational performance continues to improve while maintaining our high safety standards. During the last two weeks of December, we operated our busiest travel period in history, flying 8.2 million customers, and we finished out the fourth quarter with the lowest quarterly misconnect rate in our company's history. We opened five new United Club locations across three hubs, including the airline's largest club, a 35,000 sq ft club in Denver, and began operations at the new Terminal A at Newark.

We also announced significant investments in our Houston and Denver hubs and opened an expanded flight training center in Denver. In addition, we reached a deal to move ahead with the terminal redevelopment project at ORD that prioritizes its key elements, including a new global terminal. We launched the United Airlines Ventures Sustainable Flight Fund, a first of its kind investment vehicle designed to leverage support from cross-industry businesses to support startups focused on decarbonizing air travel through sustainable aviation fuel research , technology, and production associated with SAF. In addition, in 2023, we received blended SAF and conventional jet fuels in Amsterdam, Los Angeles, London Heathrow, and San Francisco airports. As always, we're continuing to invest, enhancing our customers' experience when they fly United.

Last year, we helped more than 175,000 families sit together on board as a result of our new family seating policy without paying an extra fee, and we became the first airline to add Braille to aircraft interiors. We're also making it easier for MileagePlus members to share their award travel with family and friends. The entire United team are proud of what we're building and are passionate about becoming the world's best airline. Our Core Four focus on safety, caring, dependability, and efficiency, in that order, continues to guide us and our progress as a company. Thank you for continued support of United. With that, I'll turn it to Anna for the official business of the meeting.

Anna Ha
Assistant Corporate Secretary, United Airlines

Thank you, Scott, and welcome everyone. I will walk us through the formal meeting, and then, as Ted had said earlier, we will conduct a Q&A session. This meeting is now officially called to order and is being conducted in conformity with the laws of Delaware and the company's charter and bylaws. First, let's attend to a few administrative matters related to the meeting. On your screen, as well as on the virtual meeting website, you should see the agenda for the meeting. This is the order of items that we will be covering today. Now, consistent with the company's bylaws, the directors appointed Broadridge Financial Solutions as our inspector of election for this meeting, including any adjournment.

I have been advised by Broadridge that a quorum is present with over 81% of the company's common stock entitled to vote at this meeting, represented virtually on this web portal or by proxy. This means the meeting is duly constituted and will proceed today. Holders of Class Pilot MEC Junior Preferred Stock and Class IAM Junior Preferred Stock, which are other classes of stock eligible to vote at this meeting, are also present today, either virtually or by proxy. You should also see on the virtual meeting website the rules of conduct for the meeting, which is available in the documents section of the virtual meeting website. The rules of conduct also govern the Q&A session. We ask that you please read and follow the procedures set forth in the rules of conduct.

Beginning on or around April 12, 2024, the notice of this annual meeting, the proxy statement, the proxy card, and the 2023 annual report were provided to the company's stockholders of record as of March 25, 2024. These are available for inspection on the annual meeting website. We have received from Broadridge a signed affidavit attesting to this mailing. As a result, the meeting is being held pursuant to proper notice. We have five management items on the agenda today. These items were all described in the proxy statement for today's meeting and with respect to the fifth item, further described in our amended proxy statement filed with the SEC on April 23, 2024. If you have already voted by proxy, your vote has been received, and you do not need to vote again now.

If you have not yet voted or if you want to change your vote, stockholders who logged in using their control number may vote during this meeting by clicking on the voting link on the virtual meeting website and following the instructions there. I will introduce each of the management items. Then the polls will close, and we will announce the preliminary voting results and adjourn the formal business portion of the meeting. Then we will begin our general question and answer session. If a stockholder would like to ask a question, please submit your question by typing the question into the Ask a Question field on the virtual meeting website and clicking Submit. I now declare the polls open for voting on the items to be presented at this meeting, and note for the record that it is May 22, 2024, at 9:00 A.M.

We will now present the management items. The first item listed on the agenda is the election of 11 members of the board of directors by the common stockholders. The nominees for directors and their biographies appear in our proxy statement on pages 22 through 35. All 11 directors will be elected for 1-year terms, expiring at the 2025 annual meeting of stockholders.

The following are the directors who have been nominated for election or reelection by the vote of the holders of common stock of the company: Rosalind G. Brewer, Michelle Freyre, Matthew Friend, Barney Harford, Michele J. Hooper, Walter Isaacson, Scott Kirby, Edward M. Philip, Edward L. Shapiro, Laysha Ward, and James M. Whitehurst. The board of directors recommends a vote in favor of the election of all director nominees to be elected by the holders of the company's common stock. With no other nominees, the nominations are closed.

In addition to the 11 directors to be elected by the holders of common stock, the holders of junior preferred stock will elect two directors. The director to be elected by the holder of the company's Class Pilot MEC Junior Preferred Stock is Captain Anne Worster. The director to be elected by the holder of the company's Class IAM Junior Preferred Stock is Richard Johnsen. The second item is the ratification of the appointment of the company's independent registered public accounting firm. The audit committee appointed, and the board has ratified the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm for the company for the year 2024 and is presenting a resolution requesting ratification by the stockholders. Jamey Treadaway and Andy Stuchly , representatives of Ernst & Young LLP, are here today and available to respond to any appropriate questions by our stockholders.

The board of directors recommends a vote in favor of the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the year 2024, as noted on page 72 of the company's proxy statement. The third item is the advisory vote on a resolution to approve the compensation of our named executive officers, as disclosed in the company's proxy statement. The board of directors recommend a vote in favor of approving, on a non-binding advisory basis, the compensation of our named executive officers, as noted on page 76 of the company's proxy statement. The fourth item relates to the approval of the second amendment to the company's amended and restated 2021 Incentive Compensation Plan. The board of directors recommends a vote in favor of approving the second amendment.

The board supports the second amendment for the reasons set forth in the company's proxy statement on pages 144 through 154. The fifth item relates to the approval of the company's Tax Benefits Preservation Plan, as amended. The board of directors recommends a vote in favor of approving the company's Tax Benefits Preservation Plan. The board supports the amended Tax Benefits Preservation Plan for the reasons set forth in the company's proxy statement on pages 155 through 159, and in the company's amendment to its proxy statement. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there.

I will pause here for a moment to allow anyone who is still voting to submit their vote through the portal. Now that everyone has had the opportunity to vote, I declare the polls closed on the items presented to this meeting. For the record, I note that it is May 22, 2024, and the time is now 9:19 A.M. The electronic votes and proxies will be held in the records of the Inspector of Election. I see that the vote is now in, so we can announce the preliminary voting tabulation. These totals are preliminary because the vote is subject to final audit by the Inspector of Election, but that will not affect the outcome on any matter. Each nominated director has been elected with a for vote of at least 95%.

They will serve until the next annual stockholder meeting and until their successors are elected and qualified, or until his or her earlier resignation, removal from office or death. The ratification of the appointment of the independent auditors has been approved, with over 98% of shares voting for the item. Our advisory vote to approve the compensation of our named executive officers on a non-binding advisory basis has been approved, with over 96% of shares voting for the item. The proposal relating to the second amendment to the company's amended and restated 2021 Incentive Compensation Plan has been approved, with over 96% of shares voting for the item. The proposal relating to the Tax Benefits Preservation Plan has been approved, with over 93% of shares voting for the item.

The final voting results of today's meeting will be posted on our investor relations website and will be reported on a Form 8-K that will be filed with the Securities and Exchange Commission within four business days after this meeting. This completes the voting tally and the formal business of this meeting. The annual stockholder meeting is now adjourned. We will now turn to the question and answer session. Before we begin, I will provide a reminder on the process to be followed. If a stockholder would like to ask a question, please submit your question by typing the question into the Ask a Question field on the virtual meeting website and clicking Submit. These questions will not be visible to other participants.

Note that only appropriate questions relevant to the purposes of the meeting and the company's business will be addressed as set forth in the rules of conduct available on the virtual meeting website.... In fairness to everyone who may have a question, we will limit each stockholder to one question. Similar questions may be combined so that we may answer questions on a variety of topics. We'll now assemble the questions and turn them over to Scott and our President, Brett Hart , who will address each question after it is read aloud by our Chief Legal Officer, Bob Rivkin .

Robert Rivkin
SVP and CLO, United Airlines

Thank you, Anna, and good morning. We have a question from Mr. Anthony DeRaffaele, which reads as follows: The company has in place a director resignation governance policy that provides the board post-election discretion to determine whether to accept or reject the resignation of an incumbent director who fails to be reelected. Does the policy undermine the voting rights of shareholders by allowing the board to have the final say on the unelected director's status?

Edward L. Philip
Non-Executive Chairman, United Airlines

Bob, this is Ted Philip. Why don't I handle this one? Thank you for the question. This is actually not a question that we have seen before. Our majority vote resignation policy is a pretty common governance provision. Having said that, we always take our shareholder input seriously, so we will discuss it and take it under advisement. Thank you.

Robert Rivkin
SVP and CLO, United Airlines

Thank you, Ted. There are no further questions that management will answer, so that concludes our question and answer session. If we did not have a chance to address your question, please email it to ualboard@united.com, and we will follow up with responses to appropriate questions. Thank you very much for joining us today. We look forward to your continued support. I hope you and your families continue to stay safe and healthy. Operator, that concludes our meeting.

Operator

The annual meeting has now concluded. Thank you for joining, and have a pleasant day.

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