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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/12/20 United Airlines Holdings, Inc. 8-K:5,7,9 5/11/20 12:341K Toppan Merrill/FA United Airlines, Inc. |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 48K 2: EX-99.1 Miscellaneous Exhibit HTML 20K 7: R1 Cover HTML 55K 10: XML IDEA XML File -- Filing Summary XML 12K 9: XML XBRL Instance -- tm2019297-1_8k_htm XML 23K 11: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.DEF XBRL Definitions -- ual-20200511_def XML 73K 5: EX-101.LAB XBRL Labels -- ual-20200511_lab XML 102K 6: EX-101.PRE XBRL Presentations -- ual-20200511_pre XML 70K 3: EX-101.SCH XBRL Schema -- ual-20200511 XSD 14K 12: JSON XBRL Instance as JSON Data -- MetaLinks 27± 37K 8: ZIP XBRL Zipped Folder -- 0001104659-20-059790-xbrl Zip 21K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i May 11, 2020
i UNITED AIRLINES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-06033 | i 36-2675207 | ||
| i Delaware | i 001-10323 | i 74-2099724 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification Number) |
| i 233 S. Wacker Drive, i Chicago, i IL | i 60606 | |
| i 233 S. Wacker Drive, i Chicago, i IL | i 60606 | |
| (Address of principal executive offices) | (Zip Code) |
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:
| i o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | 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.
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 i 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
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| Co-Registrant CIK | 0000319687 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2020-05-11 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Co-Registrant Entity Emerging Growth Company | i false |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 11, 2020, United Airlines Holdings, Inc. (the “Company”), the parent company of United Airlines, Inc. (“United”), announced that Brett J. Hart, currently the Executive Vice President and Chief Administrative Officer of the Company, was appointed President of the Company effective immediately following the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). As previously announced, at such time, J. Scott Kirby, currently the President of the Company, will assume the role of Chief Executive Officer of the Company, and at such time, Mr. Hart will report to Mr. Kirby. The 2020 Annual Meeting is scheduled for May 20, 2020.
Mr. Hart, age 51, has served as Executive Vice President and Chief Administrative Officer of the Company and United since March 2019. From May 2017 to March 2019, he served as Executive Vice President, Chief Administrative Officer and General Counsel of the Company and United. From February 2012 to May 2017, he served as Executive Vice President and General Counsel of the Company and United. Mr. Hart served as acting Chief Executive Officer and principal executive officer of the Company and United, on an interim basis, from October 2015 to March 2016. From December 2010 to February 2012, he served as Senior Vice President, General Counsel and Secretary of the Company, United and Continental Airlines, Inc., a subsidiary of the Company at the time. From June 2009 to December 2010, Mr. Hart served as Executive Vice President, General Counsel and Corporate Secretary at Sara Lee Corporation, a consumer food and beverage company. From March 2005 to May 2009, Mr. Hart served as Deputy General Counsel and Chief Global Compliance Officer of Sara Lee Corporation.
There are no arrangements or understandings between Mr. Hart and any other person pursuant to which he was appointed as an officer of the Company. Mr. Hart does not have any family relationship with any director or other executive officer of the Company, and there are no transactions in which Mr. Hart has an interest requiring disclosure under Item 404(a) of Regulation S-K.
At this time, any changes to Mr. Hart’s compensation arrangements with the Company have not been determined, except that Mr. Hart will be temporarily waiving his base salary. The Company will file an amendment to this Current Report on Form 8-K disclosing any such additional information if and when it has been determined.
| Item 7.01. | Regulation FD Disclosure. |
The Company issued a press release regarding Mr. Hart’s appointment as President. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release issued by United Airlines Holdings, Inc. dated May 11, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 AIRLINES HOLDINGS, INC. UNITED AIRLINES, INC. |
||
| By: | /s/ Jennifer L. Kraft | |
| Name: | Jennifer L. Kraft | |
| Title: | Vice President and Secretary | |
| Date: May 11, 2020 | ||
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/20/20 | 8-K, DEF 14A | |||
| Filed as of: | 5/12/20 | |||
| Filed on / For Period end: | 5/11/20 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/14/23 United Airlines, Inc. 424B2 2:6.5M Toppan Merrill/FA 6/12/23 United Airlines, Inc. 424B3 1:6.5M Toppan Merrill/FA 6/30/21 United Airlines Holdings, Inc. 424B5 1:717K Toppan Merrill/FA 3/31/21 United Airlines Holdings, Inc. 424B5 1:687K Toppan Merrill/FA 3/03/21 United Airlines Holdings, Inc. 424B5 1:624K Toppan Merrill/FA 1/26/21 United Airlines, Inc. 424B2 1:59M Toppan Merrill-FA 1/25/21 United Airlines, Inc. 424B3 1:59M Toppan Merrill-FA 11/23/20 United Airlines Holdings, Inc. 424B5 1:1.1M Toppan Merrill/FA 11/23/20 United Airlines Holdings, Inc. 424B5 1:1M Toppan Merrill/FA 11/18/20 United Airlines Holdings, Inc. S-3ASR 11/18/20 7:1.5M Toppan Merrill/FA 10/29/20 United Airlines Holdings, Inc. 424B5 1:425K Toppan Merrill-FA 10/22/20 United Airlines, Inc. 424B2 1:59M Toppan Merrill-FA 10/19/20 United Airlines, Inc. 424B3 1:59M Toppan Merrill-FA 8/28/20 United Airlines Holdings, Inc. 424B5 1:404K Toppan Merrill-FA |