United Airlines Holdings Inc

This management proposal asks shareholders to ratify the Audit Committee and Board’s selection of Ernst & Young LLP as United’s independent registered public accounting firm for fiscal 2026. Management seeks shareholder ratification as a matter of good governance and to obtain stockholder approval for the appointment. The Audit Committee recommended Ernst & Young after evaluating its historical performance, independence, expertise, and quality of communication; the committee also considers audit and non-audit fees and rotation of the lead partner. Ratification requires a majority of votes present and entitled to vote and because brokers have discretionary voting authority on this routine matter, brokers may vote if beneficial owners don't provide instructions. The Board’s recommendation is FOR, supported by the Audit Committee’s detailed oversight discussion in the proxy and a summary of fees and pre-approval policies. Failure to ratify would prompt the Audit Committee to reconsider the appointment, and the committee retains discretion to change auditors during the year if in the company’s interest.

This management proposal asks shareholders to cast a nonbinding advisory vote to approve the Company’s executive compensation (Say-on-Pay) as disclosed in the proxy statement, including the CD&A and tables. Management seeks this annual advisory approval to gauge investor support for pay practices; the Board recommends FOR to demonstrate alignment between executive pay and company strategy. The compensation program emphasizes performance-based pay: short-term incentives linked to Adjusted EBITDAR margin, Net Promoter Score, and operational metrics; long-term incentives split between performance-based RSUs (Absolute Adjusted EPS, Relative Adjusted Pre-Tax Margin, strategic initiatives, and an $8 billion liquidity hurdle) and time-based RSUs; robust stock ownership guidelines; clawback policy; and no hedging or pledging. The Committee engaged an independent consultant, considered stockholder feedback (including concerns about 2024 retention awards), and retained the program with refinements. The vote is advisory and does not bind the Board, but the Board will consider results in future compensation decisions.

This shareholder proposal seeks board action to adopt a written-consent right allowing shareholders to act outside of meetings by consent of the minimum number of votes that would be required to adopt the same action at a meeting where all shareholders were present and voting, removing United’s one-year ownership requirement and other procedural restrictions. The proponent, John Chevedden, argues the written-consent mechanism would increase shareholders’ ability to respond promptly to governance failures or management underperformance (for example, to replace directors) and contends United’s current one-year holding requirement for calling special meetings effectively prevents shareholders from using special meetings as a remedy. Management and the Board strongly oppose the proposal, arguing written consent lacks the transparency, safeguards and notification that meetings provide; that it risks enabling small or opportunistic interests to direct corporate action without adequate notice to all shareholders; and that written consent could be used to disenfranchise or surprise other owners. The Board emphasizes existing remedies, including the ability to call special meetings (with limited proxy access restrictions), robust shareholder engagement, annual director elections, proxy access, and prior shareholder votes rejecting similar proposals in 2015 and 2020. The Board recommends voting AGAINST, asserting the proposal is unnecessary and could harm long-term shareholder value by facilitating short-term opportunism. The proposal’s adoption would primarily alter corporate governance mechanics and could change the dynamics of shareholder influence by lowering procedural barriers to initiating corporate actions.