Shareholder Vote

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 21, 2025   UNITED AIRLINES HOLDINGS, INC. (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 Symbol   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 5.07 Submission of Matters to a Vote of Security Holders.   (a) The Company held its Annual Meeting on May 21, 2025.   (b) The matters submitted to a vote at the Annual Meeting and the voting results of such matters are as follows:   Item 1 - Election of Directors . Holders of the Company’s common stock elected each of the 11 directors nominated by the Company’s Board of Directors to serve as directors of the Company, each for a term expiring at the annual meeting of stockholders in 2026 and until his or her successor has been elected and qualified or his or her earlier death, resignation or removal, based upon the votes set forth in the table below:   Name of Nominee   For     Against     Abstain     Broker Non-Votes   Rosalind Brewer     239,971,583       2,460,597       432,074       36,369,546   Michelle Freyre     238,976,689       3,455,710       431,855       36,369,546   Matthew Friend     238,918,838       3,516,878       428,538       36,369,546   Barney Harford     238,304,339       4,121,068       438,847       36,369,546   Michele J. Hooper     238,355,439       4,089,436       419,379       36,369,546   Walter Isaacson     233,124,587       9,265,613       474,054       36,369,546   J. Scott Kirby     240,113,416       2,396,037       354,801       36,369,546   Edward M. Philip     221,793,464       20,634,698       436,092       36,369,546   Edward L. Shapiro     238,937,758       3,487,701       438,795       36,369,546   Laysha Ward     237,399,375       5,067,554       397,325       36,369,546   James M. Whitehurst     234,343,232       8,063,503       457,519       36,369,546     The United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International (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 Company’s Board of Directors at each annual meeting of stockholders of the Company, elected Captain Brian Noyes at the Annual Meeting to serve as a director of the Company for a term expiring at the annual meeting of stockholders in 2026 and until his successor has been elected and qualified or his earlier death, resignation or removal.   The International Association of Machinists and Aerospace Workers (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 Company’s Board of Directors at each annual meeting of stockholders of the Company, elected Richard Johnsen at the Annual Meeting to serve as a director of the Company for a term expiring at the annual meeting of stockholders in 2026 and until his successor has been elected and qualified or his earlier death, resignation or removal.   Item 2 - Ratification of Appointment of Independent Registered Public Accounting Firm . The Company’s stockholders ratified the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2025 based upon the votes set forth in the table below:   For     Against     Abstain     274,839,861       3,680,789       713,150     Item 3 - Advisory Vote to Approve Executive Compensation . The Company’s stockholders approved a nonbinding, advisory resolution approving the compensation of the Company’s named executive officers, as set forth in the Proxy Statement, based upon the votes set forth in the table below:   For     Against     Abstain     Broker Non-Votes     209,197,421       33,198,371       468,462       36,369,546     Item 4 – Stockholder Proposal Regarding Removal of the One-Year Stock Ownership Holding Period Required for Stockholders to Call a Special Meeting . The Company’s stockholders did not approve a stockholder proposal requesting that the Company eliminate the one-year stock ownership holding requirement for stockholders to exercise their right to request special meetings, based upon the votes set forth in the table below:   For     Against     Abstain     Broker Non-Votes     43,763,344       192,439,319       6,661,591       36,369,546     The above items are described in more detail in the Company’s Proxy Statement.         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 AIRLINES HOLDINGS, INC.       By: /s/ Robert S. Rivkin   Name: Robert S. Rivkin   Title: Senior Vice President & Chief Legal Officer     Date: May 28, 2025