United Airlines Holdings, Inc. (UAL)
NASDAQ: UAL · Real-Time Price · USD
89.29
-3.26 (-3.52%)
May 19, 2026, 3:30 PM EDT - Market open
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AGM 2026

May 19, 2026

Operator

Inc. 2026 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 investor relations website for a reconciliation of any financial measures that the company 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.

Ted Philip
Chairman of the Board, United Airlines Holdings Inc

Hello, and thank you for joining us. My name is Ted Philip, and I'm honored to serve as the Chairman of United Airlines Holdings, Inc. Board of Directors. Together with my fellow directors, I want to welcome you to our 2026 virtual annual meeting of stockholders and thank you for your continued trust and support of United. This year marks a profound moment in the history of United Airlines as we celebrate our landmark 100th anniversary. The board is proud of the foundation that the company established during the first century of our storied history and is motivated to build on that foundation by supporting management in its bold strategic vision for the future: to become the best airline in the history of aviation. Fundamental to that strategic vision is the company's commitment to the highest safety standards across all of its operations.

The board's oversight of safety, which includes a standalone safety discussion at each of our quarterly board meetings, is increasingly critical as the company executes its strategic growth plans within the backdrop of an aviation industry that is becoming more and more complex. I'll briefly go through an overview of today's meeting. To start things off, our Chief Executive Officer, Scott Kirby, will update you on the company's strategies and highlights from 2025. 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 today.

They are Roz Brewer, Michelle Freyre, Matt Friend, Barney Harford, Michele Hooper, Walter Isaacson, Richard Johnsen, Scott Kirby, Captain Brian Noyes, Ed Shapiro, Laysha Ward, and Jim Whitehurst. 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.

Scott Kirby
CEO, United Airlines Holdings Inc

Thank you, Ted, and thanks for joining us today. I'm happy to welcome you to our 2026 annual stockholders meeting on behalf of the entire United team. For the past decade, we've been on a mission: to become the best airline in the history of aviation. I'm proud to say our strategy is working. Our customer satisfaction scores are nearly 30 points higher than 2019. Last year, we were the only major U.S. airline to grow adjusted EPS, which we did while operating the largest mainline schedule in United's history. 2025 had more than its fair share of unusual challenges, but the people of United did a truly remarkable job of living our "No Excuses" culture in overcoming all the obstacles thrown our way and focusing on the customer.

In the face of surging jet fuel prices in 2026, our strategy to build a revenue-diverse, brand-loyal airline is not only working but has proven to be remarkably resilient in tough times. We're building an airline that customers love by investing in our employees, service, fleet, product, technology, and infrastructure. These investments are focused on giving every customer more value. That's why some of my favorite United innovations, oversized bin, our award-winning app, and Starlink Wi-Fi, which is the fastest, most reliable, high-speed Wi-Fi that's free and available to all MileagePlus members, will be accessible whether you're flying basic economy or spending more to sit up front. At the same time, we've built a resilient business that can look through short-term stress events and stay focused on our long-term strategy.

For example, we have tripled our cash balances since 2018 and ended 2025 with the highest credit rating in almost 3 decades. Let me take a moment to review some highlights from 2025. Our operation excelled in 2025. We operated the largest mainline schedule in company history, carrying an average of over 496,000 passengers daily. United achieved its lowest seat cancel rate in history and had the lowest seat cancel rate of large network U.S. carriers. In the first quarter of 2026, we've achieved the best on-time departure rate among the 8 largest U.S. carriers. Our enhancements to the customer experience spanned all phases of the travel journey in 2025.

We invested in our airport customer experience, opening our fourth United Club location in Denver and the second Grab&Go United Club Fly location in Houston, and reopening a 50% larger United Polaris Lounge at Chicago O'Hare. We brought TSA PreCheck Touchless ID to Washington Dulles and Houston and expanded usage in San Francisco and Chicago O'Hare, with more than 3.5 million customers using this feature last year. Investing in our people remains top of mind. We hired more than 13,000 employees in 2025 and were recognized as a leading employer across the industries, including being named to Forbes' list of Best Large Employers and one of America's Greatest Workplaces for Culture, Belonging, and Community by Newsweek. I often say I have one job, and that's to make our employees proud because when they're proud, they extend those feelings to our customers.

We achieved the highest customer satisfaction score for a full year since 2022 among on-time passengers, including a 7-point increase in the check-in experience, thanks to our investments in the lobby, improved kiosks, and mobile app. Despite challenges like the government shutdown, we achieved our highest fourth quarter customer satisfaction score in company history. We continue to take advantage of every opportunity to enhance our airline and bring the best product standards forward. In 2025, we added more than 200 new or retrofitted aircraft with our signature interior to our fleet, each with enough overhead space for every passenger's bag, Bluetooth connectivity, and screens at every seat. We added new entertainment partners like Apple TV+ and Spotify and recently enhanced our food and beverage experience by enabling United Economy meal preorders within the United app. Our technology leads the industry.

Earlier this year, we completed Starlink installations across 330 regional aircraft. We expect that 2 of every 3 departures will be equipped with Starlink Wi-Fi by end of this year. In 2025, we rolled out more improvements to our United mobile app, like additional wayfinding and connection information, which led to our highest day-of-travel customer utilization rates to date. We're looking to the future of the aviation industry and our fuel sourcing and alternate technologies. We purchased blended sustainable aviation fuel for use at Houston, Newark, and Washington Dulles in 2025, growing SAF use to 6 hubs overall. The United Airlines Venture announced investments in aerospace companies JetZero and Astro Mechanica and travel experience companies Definitive and Mindtrip. Even with a successful 2025 behind us, the best is yet to come.

We plan to add about 240 more new planes to our fleet by April 2028, including our new Boeing 787-9 with United Elevated interior and a new Airbus A321neo called the Coastliner. We recently announced the United Relax Row, a new set of United Economy seats that transform into a couch, creating an even more comfortable option for customers traveling on long-haul international flights. We will continue to make significant investments in our technology, our product, our people, and the airports we serve. Our people are doing a great job taking care of customers, and I'm very proud of all they're doing to make United the best airline in the history of aviation. Thank you for your continued support of United. With that, I'll turn to Anna Ha for the official business of the meeting.

Anna Ha
Corporate Secretary, United Airlines Holdings Inc

Thank you, Scott, and welcome everyone. I will walk us through the formal meeting, and then, as Ted 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 86% 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, our 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 7, 2026, the notice of this annual meeting, the proxy statement, the proxy card, and the 2025 annual report were provided to the company's stockholders of record as of March 24, 2026. 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 3 management items and 1 stockholder proposal on the agenda today. These items were all described in the proxy statement for today's meeting. 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. The stockholder proponent or his representative will present the stockholder proposal. If any stockholder would like to make a comment regarding a proposal, please submit your comment through the web portal. The polls will close, and we will announce the preliminary voting results and adjourn the formal business portion of the meeting. We will begin our general question-and-answer session.

Similar questions may be combined so that we are able to answer questions on a variety of topics. 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. Note for the record that it is May nineteenth, 2026 at 9:15 A.M. We will now present the management item. 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 16 through 33. All 11 directors will be elected for 1-year terms expiring at the 2027 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 Brewer, Michelle Freyre, Matthew Friend, Barney Harford, Michele Hooper, Walter Isaacson, Scott Kirby, Edward M. Philip, Edward L. Shapiro, Laysha Ward, and James 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 eleven 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 Brian Noyes.

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 2026 and is presenting a resolution requesting ratification by the stockholders. Jamie Friendway and John Preval, 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 2026, as noted on page 71 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 75 of the company's proxy statement. We will now move to the stockholder proposal to be presented, which will be presented by Cam Franklin, who represents Mr. John Chevedden, the stockholder proponent for this item. The full text of the proposal is set forth in the company's proxy statement. Ms. Franklin, at this time, we turn the floor to you to please move your item. We respectfully request that your remarks be related to this proposal. I would also ask that you limit the presentation to 3 minutes at most.

After 3 minutes, the operator has been instructed to mute your line. Operator, please open the line for Ms. Franklin.

Speaker 5

Good morning. Can you hear me okay?

Anna Ha
Corporate Secretary, United Airlines Holdings Inc

Yes, we can hear you, Ms. Franklin.

Speaker 5

Proposal four, shareholder right to act by written consent, sponsored by John Chevedden. Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting without any unnecessary restrictions based on length of stock ownership or the method by which shareholders hold their shares. According to state law, United Airlines shareholders can have the right to act by written consent and the right to call for a special shareholder meeting. Both rights allow shareholders to take action between annual meetings. However, United Airlines shareholders actually do not even have a viable right to call a special shareholder meeting.

The United Airlines so-called right is more of an insurance policy to make sure that shareholders will never be able to call for a special shareholder meeting. The special meeting rule at UAL requires 25% of shares outstanding to support a call for a special shareholder meeting instead of 10% allowed by state law. 25% is not realistic because shareholders in at least 100 companies have voted on a shareholder right to call for a special shareholder meeting, and not 1 of these 100 companies has ever given even 1 example of a special shareholder meeting actually taking place at a company that required the backing of 25% of shares outstanding.

UAL was not satisfied with the 25% roadblock for calling for a special shareholder meeting and then added a second roadblock that a substantial block of UAL shares are disqualified from being part of the required 25% of shares. Shareholders of at least 100 companies have voted on a shareholder right to call for a special shareholder meeting, and not one of these companies has ever given one example of a special shareholder meeting actually taking place at a company that disqualified a substantial block of shares from participating. Please vote for proposal 4 for a shareholder right to act by written consent to make up for the UAL lack of a viable right to call for a special shareholder meeting. Yes on proposal 4. Thank you.

Anna Ha
Corporate Secretary, United Airlines Holdings Inc

Thanks, Ms. Franklin. The board of directors has recommended a vote against this item for the reasons set out in its statement in opposition to this item in the company's proxy statement on pages 134 through 138. 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. Okay, 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 19th, 2026, and the time is now 9:21 A.M. The electronic votes and proxies will be held in the records of the inspector of election.

The vote is now in, we can announce the preliminary voting tabulation. These totals are preliminary because the vote is subject to final audit by the inspector of election, that will not affect the outcome on any matter. Each nominated director has been elected with a for vote of at least 92%. 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 94% of shares voting for the item.

For the stockholder proposal, approximately 38% of the votes were cast in favor, 58% were cast against, and 2% abstained. 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 4 business days after this meeting. This completes the voting tallies and the formal business of this meeting. The annual stockholder meeting is now adjourned.

Scott Kirby
CEO, United Airlines Holdings Inc

Has better economics, has great range, and we expect it to open up several new destinations in Europe and in Western Europe and North Africa. While I'm personally sad to see the 757 retire, I'm incredibly excited about the potential for the A321XLR.

Anna Ha
Corporate Secretary, United Airlines Holdings Inc

Great. Well, with that one question, that concludes our question and answer session. If we didn't have a chance to address your question, please email it to UALboard@united.com. We'll 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

This now concludes the meeting. Thank you for joining, and have a pleasant day.

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