UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  May 23, 2018

 

UNITED CONTINENTAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 23, 2018, United Continental Holdings, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). The proposals submitted to the stockholders at the Annual Meeting were as follows:

 

·                  Proposal 1 — the election of the nominees to the Company’s Board of Directors (the “Board”);

 

·                  Proposal 2 — the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries for the fiscal year ending December 31, 2018;

 

·                  Proposal 3 — an advisory vote to approve the compensation of the Company’s named executive officers, as presented in the Company’s definitive proxy statement; and

 

·                  Proposal 4 — a stockholder proposal regarding the threshold required to call special stockholder meetings.

 

Each proposal is described in detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 23, 2018.

 

At the Annual Meeting, the Company’s stockholders elected each director nominee to the Board and ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries for the fiscal year ending December 31, 2018. The stockholders approved, in an advisory vote, the compensation of the Company’s named executive officers, as presented in the Company’s definitive proxy statement. The stockholder proposal regarding the threshold required to call special stockholder meetings was not approved by the Company’s stockholders. The final voting results for each proposal, including the number of votes cast for and against, and the number of abstentions and broker non-votes, as applicable, are set forth below.

 

Proposal 1 — Election of Directors

 

In accordance with the Company’s Amended and Restated Bylaws, the Company’s stockholders elected a total of 14 director nominees to the Board, of which 12 director nominees were elected by the holders of the Company’s common stock, one director nominee was elected by the holder of the Company’s one share of Class Pilot MEC Junior Preferred Stock, and one director nominee was elected by the holder of the Company’s one share of Class IAM Junior Preferred Stock.

 

The holders of the Company’s common stock elected the 12 director nominees listed in the table below.

 

		For		Against		Abstain		Broker Non-Votes
Carolyn Corvi		232,827,094		2,740,422		271,791		19,793,298
Jane C. Garvey		231,868,353		3,670,242		300,712		19,793,298
Barney Harford		231,961,443		3,493,652		384,212		19,793,298
Michele J. Hooper		232,815,011		2,646,400		377,896		19,793,298
Walter Isaacson		230,636,874		4,835,893		366,540		19,793,298
James A. C. Kennedy		233,347,941		2,122,315		369,051		19,793,298
Oscar Munoz		233,748,646		1,938,912		151,749		19,793,298
William R. Nuti		228,604,002		6,822,440		412,865		19,793,298
Edward M. Philip		232,007,180		3,452,620		379,507		19,793,298
Edward L. Shapiro		233,320,732		2,138,527		380,048		19,793,298
David J. Vitale		231,239,875		4,214,765		384,667		19,793,298
James M. Whitehurst		215,305,620		20,176,210		357,477		19,793,298

 

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In addition, the United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International (“ALPA”), the holder of the Company’s one share of Class Pilot MEC Junior Preferred Stock, elected Todd M. Insler as the ALPA director, and the International Association of Machinists and Aerospace Workers (“IAM”), the holder of the Company’s one share of Class IAM Junior Preferred Stock, elected Sito Pantoja as the IAM director.

 

Proposal 2 — Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2018

 

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries for the fiscal year ending December 31, 2018.

 

For		Against		Abstain		Broker Non-Votes
251,361,392		3,641,376		629,837		—

 

Proposal 3 — Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

 

The Company’s stockholders approved, in an advisory and non-binding vote, the compensation of the Company’s named executive officers, as presented in the Company’s definitive proxy statement.

 

For		Against		Abstain		Broker Non-Votes
228,350,800		7,042,720		445,787		19,793,298

 

Proposal 4 — Stockholder Proposal regarding the Threshold Required to Call Special Stockholder Meetings

 

The stockholder proposal regarding the threshold required to call special stockholder meetings was not approved by the Company’s stockholders

 

For		Against		Abstain		Broker Non-Votes
57,804,818		177,243,200		791,289		19,793,298

 

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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 CONTINENTAL HOLDINGS, INC.
	By:	/s/ Jennifer L. Kraft
	Name:	Jennifer L. Kraft
	Title:	Vice President and Corporate Secretary
Date: May 24, 2018

 

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