Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On September 22, 2022, the Compensation Committee of the board of directors (the
"Board") of United Airlines Holdings, Inc. (the "Company"), the parent company
of United Airlines, Inc. ("United"), approved performance-based incentive awards
("Transformation Awards").

The Transformation Awards provide an incentive opportunity of 50% to 150% of the
target opportunity (or 0%-150% with respect to J. Scott Kirby, the Company's
Chief Executive Officer) based on the achievement of a pre-established human
capital performance goal during the period January 1, 2023 through June 30, 2025
(the "Performance Period"), with a service-based vesting condition over a three
year period beginning September 22, 2022 and ending September 22, 2025. For
recipients other than Mr. Kirby, the Transformation Award vests 25% of the
target opportunity on each of September 22, 2023 and September 22, 2024, subject
to the recipient's continued employment with United through the applicable
interim vesting date. For Mr. Kirby, his Transformation Award does not include
interim vesting dates and his entire Transformation Award opportunity vests on
September 22, 2025 based on performance achieved through the end of the
Performance Period. Following September 22, 2025, recipients will receive the
portion of their target opportunity earned based on the achievement of the
underlying performance goal, reduced by the amounts received on the interim
vesting dates, if any. The Transformation Awards provide for pro-rata vesting in
the event of certain qualifying terminations of employment. The Transformation
Awards are subject to compliance with the Company's agreements with the U.S.
Department of the Treasury under the CARES Act.

The target opportunities for the Transformation Awards granted to the Company's
named executive officers are as follows: J. Scott Kirby, Chief Executive Officer
- $3,000,000 and 58,055 Performance-Based restricted stock units ("RSUs"); Brett
J. Hart, President - $3,500,000; Gerald Laderman, EVP and Chief Financial
Officer - $1,500,000; Linda Jojo, EVP and Chief Customer Officer - $2,000,000;
and Andrew Nocella, EVP and Chief Commercial Officer - $2,000,000. The RSU
portion of Mr. Kirby's Transformation Award will be settled in shares of the
Company's Common Stock upon vesting. The remainder of Mr. Kirby's total
Transformation Award opportunity and all of the Transformation Award to each of
the other executives was granted in the form of a cash performance incentive
award.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On September 22, 2022, in connection with the new Securities and Exchange
Commission rules regarding universal proxy cards, certain recent changes to the
Delaware General Corporation Law (the "DGCL") and a periodic review of the
Company's bylaws, the Board adopted amended and restated bylaws of the Company
(the bylaws, as so amended and restated, the "Amended and Restated Bylaws"),
effective immediately. The Amended and Restated Bylaws, among other things:

•Clarify that the Board may postpone, reschedule or cancel any annual meeting of
stockholders and any special meeting of stockholders other than a Stockholder
Requested Special Meeting (as defined in the Amended and Restated Bylaws);

•Enhance procedural mechanics in connection with Stockholder Requested Special Meetings;

•Provide that stockholders may waive notice of any stockholder meeting;



•Clarify the powers of the chairperson of stockholder meetings and authorize
such chairperson to adjourn stockholder meetings, whether or not a quorum is
present;

•Modify the provisions relating to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings, in each case, to reflect recent amendments to the DGCL;



•Enhance procedural mechanics and disclosure requirements in connection with
stockholder nominations of directors and submissions of stockholder proposals
(other than proposals to be included in the Company's proxy statement pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) at stockholder meetings, including without limitation, by:

•Requiring that any proposed nominee agree to tender his or her resignation from
the Board if (i) the Board or any Board committee determines that such proposed
nominee at any time failed to comply in all material respects with the proposed
nominee's agreement provided in the nomination notice (pertaining to matters
such as the proposed nominee's voting commitments, compliance with Company
policies and communications with the Company and its stockholders), (ii) the
Board provides such proposed nominee notice of such determination and (iii) if
such failure may be cured, such proposed nominee fails to cure such failure
within ten business days after delivery of such notice;


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•Requiring additional disclosures from nominating or proposing stockholders, proposed nominees and other persons associated with nominating or proposing stockholders; and



•Requiring that proposed nominees make themselves available for and submit to
interviews by the Board or any Board committee within 10 days following the date
of any reasonable request therefor from the Board or any Board committee;

•Address matters relating to Rule 14a-19 under the Exchange Act (the "Universal
Proxy Rules") (e.g., providing the Company a remedy if a stockholder fails to
satisfy the Universal Proxy Rule requirements, requiring stockholders intending
to use the Universal Proxy Rules to notify the Company of any change in such
intent within two business days and to provide reasonable evidence of the
satisfaction of the requirements under the Universal Proxy Rules at least five
business days before the applicable meeting, etc.);

•Provide that Board and Board committee special meetings may be held with less
than 24 hours' notice if the person(s) calling the meeting deem it necessary or
appropriate under the circumstances;

•Clarify director and officer resignation procedures;

•Provide that only directors may fill vacancies on the Board (other than as set forth in the charter);

•Provide for a Lead Director position, clarify that the Chairperson of the Board is a non-officer position and eliminate the Vice Chairman provisions;

•Add an exclusive forum provision;



•Add an emergency bylaw provision to provide clarity and authority to directors
and certain officers during an emergency situation that would otherwise prevent
a quorum of the Board or a Board committee from being achieved; and

•Make various other updates, including ministerial and conforming changes and changes in furtherance of gender neutrality.



The foregoing summary of, and the description of the revisions to, the Amended
and Restated Bylaws does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Amended and Restated Bylaws, a
copy of which is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K,
and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



Exhibit No.               Description

                            Amended and Restated Bylaws of United Airlines Holdings, Inc., effective
3.1                       as of September 22, 2022
104                       Cover Page Interactive Data File (embedded within the Inline XBRL document)









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