UNITED AIRLINES HOLDINGS INC (UAL)
Sector: Industrials
2026 Annual Meeting Analysis
UNITED AIRLINES HOLDINGS INC · Meeting: May 19, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined in 2024 and is within the 24-month exemption window; UAL's 3-year TSR of +125.7% outperforms the peer group median by +72.8pp, which does not meet the 65pp underperformance threshold needed to trigger a no vote; no overboarding, attendance, independence, or qualification concerns.
Joined in 2024 and is within the 24-month exemption window; strong stock performance versus peers means no TSR trigger fires; no overboarding, attendance, or independence concerns.
Has served since 2021; UAL's 3-year TSR outperforms the peer group median by +72.8pp, well short of the 65pp underperformance threshold required to trigger a no vote; no overboarding, attendance, or independence concerns, and serves as an audit committee financial expert.
Has served since 2016; UAL's 3-year TSR significantly outperforms the peer group median, so no TSR trigger fires; no overboarding, attendance, or independence concerns.
Has served since 2018; UAL's strong 3-year TSR versus peers means no underperformance trigger applies; holds one additional public board seat (UnitedHealth Group), well within limits; serves as Audit Committee Chair and financial expert.
Has served since 2006; UAL's 3-year TSR of +125.7% outperforms the peer group median by +72.8pp and the trigger threshold of 65pp is not met; no overboarding, attendance, or independence concerns.
CEO and director since 2020; as an executive director he is subject to the same TSR trigger as other directors, but UAL's 3-year TSR outperforms the peer group median by +72.8pp, which does not meet the 65pp underperformance threshold; holds one outside board seat (CVS Health), within the policy limit for a sitting CEO.
Independent Chairman since 2021 and director since 2016; UAL's strong TSR performance versus its peer group means no underperformance trigger fires; holds two additional public board seats (BRP Inc. and Strata Critical Medical), within limits; no independence or attendance concerns.
Has served since 2016; UAL's 3-year TSR of +125.7% outperforms the peer group median by +72.8pp, well below the 65pp underperformance threshold needed to trigger a no vote; no overboarding, attendance, or independence concerns.
Has served since 2021; UAL's 3-year TSR significantly outperforms the peer group median so no TSR trigger applies; no overboarding, attendance, or independence concerns.
Has served since 2016; UAL's strong TSR versus peers means no underperformance trigger fires; holds two additional public board seats (Unity Software and Amplitude), within policy limits; no attendance or independence concerns.
ALPA-designated director elected by the holders of Class Pilot MEC Junior Preferred Stock, not voted on by common stockholders; joined in January 2025 and is within the 24-month exemption window; no policy concerns apply.
IAM-designated director elected by the holders of Class IAM Junior Preferred Stock, not voted on by common stockholders; has served since 2021; UAL's TSR outperforms the peer group median so no underperformance trigger applies.
All 13 director nominees pass the policy screens: UAL's 3-year price return of +125.7% outperforms its company-disclosed peer group median by +72.8pp, which does not meet the 65pp underperformance threshold required to trigger a no vote for strong-positive-TSR companies; no directors are overboarded, all attended at least 75% of meetings, no non-independent directors sit on audit or compensation committees, and there are no familial relationships between directors and senior management.
Say on Pay
✓ FORCEO
Scott Kirby
Total Comp
$32,282,253
Prior Support
90%%
The proxy discloses that the average Say-on-Pay support over the prior three years was approximately 90%, well above the 70% threshold that would require visible remediation; the company responded to prior shareholder feedback about 2024 special retention awards by committing not to grant off-cycle retention awards in 2025 or 2026 absent extraordinary circumstances, demonstrating responsiveness. The compensation structure is heavily performance-based — approximately 94% of the CEO's total target pay is variable and tied to stock price or performance goals — including short-term incentive metrics (adjusted EBITDAR margin vs. peers, Net Promoter Score, and operational excellence measures) and long-term performance stock awards, which satisfies the policy's requirement for meaningful performance conditions. UAL's 3-year TSR of +125.7% substantially outperforms its peer group median by +72.8pp, indicating that above-benchmark incentive pay, to the extent it exists, is aligned with strong shareholder returns.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
17 yrs
Audit Fees
$5,478,000
Non-Audit Fees
$10,000
Non-audit fees (tax fees of $10,000) represent less than 1% of audit fees ($5,478,000), far below the 50% threshold that would raise independence concerns; Ernst & Young has served since 2009 (approximately 17 years), which is below the 25-year tenure threshold that would trigger a no vote; no material financial restatements were identified; EY is a Big 4 firm appropriate for a company of UAL's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Advisory Vote on Stockholder Proposal Regarding Shareholder Right to Act by Written Consent
The proposal asks for shareholders to be granted the right to act by written consent, which is a standard governance improvement that gives shareholders a meaningful ability to act between annual meetings without having to wait for a formal meeting to be called. Written consent rights are widely supported by institutional investors as a pro-shareholder governance measure, and this is exactly the type of structural governance proposal that the policy directs support for. The filer appears to be an individual governance activist — a credible filer type the policy takes seriously — and the company already allows shareholders holding 25% of shares to call a special meeting, but written consent is a complementary and additional tool that strengthens shareholder rights further. Absent compelling company opposition or evidence that existing protections already address this concern adequately, the policy supports mainstream governance-structural proposals from credible filers.
Overall Assessment
UAL's 2026 annual meeting ballot presents four proposals: all director nominees are recommended FOR given strong 3-year TSR outperformance versus peers; Ernst & Young's reappointment is supported given minimal non-audit fees and tenure well below the policy threshold; the Say-on-Pay vote is supported given a predominantly performance-based pay structure, strong stock performance, and demonstrated responsiveness to prior shareholder feedback on special awards; and the stockholder proposal on written consent rights is supported as a mainstream governance improvement from a credible individual filer.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing