____________________
Edward L. Shapiro and Barney Harford Join Board in Settlement
Agreement;
Mutually Agreed Additional Director to
Join Board Within Six Months
____________________
Robert A. Milton To Become Non-Executive Chairman of the Board
CHICAGO -- (Business Wire)
United Continental Holdings, Inc. (NYSE:UAL) today announced additional
changes to its Board and a settlement agreement with Altimeter Capital
Management, LP and PAR Capital Management, Inc. under which two of their
designees, Edward L. Shapiro, Managing Partner and portfolio manager at
PAR, and Barney Harford, former Chief Executive Officer of Orbitz
Worldwide, Inc., will immediately join the Board. United will also add a
mutually agreed independent director to the Board within six months.
Altimeter has withdrawn its notice of intent to nominate directors at
the 2016 Annual Meeting of Shareholders and agreed to certain
“stand-still” provisions.
On March 6, 2016, three new independent directors joined the Board:
James A.C. Kennedy, former President and Chief Executive Officer of T.
Rowe Price Group, Inc.; Robert A. Milton, former Chairman and Chief
Executive Officer of ACE Aviation Holdings Inc. and previously Chairman,
President and Chief Executive Officer of Air Canada; and James M.
Whitehurst, President and Chief Executive Officer of Red Hat, Inc., and
previously Chief Operating Officer of Delta Air Lines, Inc. Milton and
Whitehurst have a combined total of 30 years of airline experience.
Henry L. Meyer III, the current Non-Executive Chairman, and two other
current directors, John H. Walker and Charles A. Yamarone, will be
retiring and will not stand for re-election at the 2016 Annual Meeting.
Accordingly, as of the 2016 Annual Meeting, seven of the Company’s 14
directors – and five of the 11 independent directors – will be new to
the Board since March 1, 2016.
In light of Meyer’s impending retirement, United’s Board has elected
Milton Non-Executive Chairman, effective immediately following the
election of directors at the 2016 Annual Meeting. Oscar Munoz, United’s
President and Chief Executive Officer, has decided to amend his
employment agreement to defer from the 2017 Annual Meeting to the 2018
Annual Meeting the anticipated time at which he would assume the
additional position of Chairman of the Board.
Munoz said, “We all thank Henry, John, and Chuck for their dedicated
Board service over the years. With his deep experience in the airline
industry, we are confident Robert is an excellent choice for
Non-Executive Chairman and he is exceptionally qualified to lead our
Board. We welcome Ed and Barney to the Board, and look forward to
working constructively together as we build upon United’s increasing
positive momentum. We appreciate the valuable input we have received
from Altimeter, PAR, and other shareholders.”
Munoz added, “When taken together with substantial changes the Board
independently has adopted -- the addition of three new directors on
March 6, the retirement of three directors at the time of the Annual
Meeting, the designation of the new Board Chair as of the Annual Meeting
and deferral of the contemplated timing for my appointment as Board
Chair -- the addition of the two new directors designated by Altimeter
and PAR will transform our Board governance. That will be further
strengthened by another director to be selected in the near future by
mutual agreement with Altimeter and PAR.”
Munoz concluded, “I will continue to work closely with United’s Board,
management team and our 85,000 talented aviation professionals to build
on our momentum and focus on what matters most: improving our
operational and financial performance while elevating the experience of
our valued employees and customers.”
Shapiro said, “This resolution is a positive outcome for United and its
shareholders, employees and customers, and I look forward to working
with my fellow Board members for the benefit of all of the shareholders.
We are confident that the changes contemplated by the settlement
agreement, when combined with the recent changes made by the Board, will
create a new Board that is well positioned to help management to achieve
United's full potential.”
Harford said, “I am pleased to be joining the United Board and look
forward to collaborating with Robert and the rest of the Board to help
Oscar drive improved operational and financial performance and increase
shareholder value.”
Robert Milton, 55, served as Chairman and Chief Executive Officer of ACE
Aviation Holdings Inc. from 2004 to 2012, and was previously President
and Chief Executive Officer of Air Canada from 1999 to 2004. He joined
Air Canada in 1992 in a consulting capacity and progressed from the role
of Senior Director of Scheduling to Vice President, Scheduling and
Product Management, Senior Vice President, Marketing and In-Flight
Service and Executive Vice President and Chief Operating Officer before
being named President and CEO in 1999. He is currently the lead director
of Air Lease Corporation, a director of the Smithsonian National Air and
Space Museum, and a trustee of the Georgia Tech Foundation Inc. Milton
is a past director of US Airways, Inc., and is also a past Chairman of
the Board of Governors of IATA (The International Air Transport
Association). He holds a Bachelor of Science degree in Industrial
Management from the Georgia Institute of Technology.
Edward Shapiro, 51, is currently Managing Partner and portfolio manager
at PAR Capital Management, Inc., a Boston-based investment management
firm specializing in investments in travel, media and Internet-related
companies. Prior to joining PAR Capital in 1997, Mr. Shapiro was a Vice
President at Wellington Management Company, and before that an Analyst
at Morgan Stanley & Co. Mr. Shapiro also serves as Chairman of the
Boards of Global Eagle Entertainment (NASDAQ: ENT) and Lumexis
Corporation, and a director of Sonifi Solutions. He previously served on
the board of US Airways and Web.com (NASDAQ: WEB), formerly Interland,
Inc. Mr. Shapiro earned his Bachelor of Science degree in economics from
the University of Pennsylvania’s Wharton School and an MBA from UCLA’s
Anderson School of Management.
Barney Harford, 44, served as Chief Executive Officer of Orbitz
Worldwide, Inc. from 2009 to 2015, leading a successful turnaround that
culminated in a sale to Expedia, Inc. in 2015. Previously, Harford
served in multiple roles at Expedia from 1999 to 2006, including as
President of Expedia Asia Pacific from 2004 to 2006, leading the
company’s entry into China, Japan and Australia. Harford serves as
Non-Executive Chairman of the Board of Lola, a chat-based travel
planning service that offers customers personalized recommendations for
hotels, flights and more. He also serves on the Board of LiquidPlanner,
a dynamic project management solution for technology teams. Harford
previously served on the Boards of eLong, GlobalEnglish, Crystal Orange
Hotel Group (formerly Mandarin Hotel Holdings) and Orbitz Worldwide.
Harford holds an MBA degree from INSEAD and a Master of Arts degree in
Natural Sciences from Clare College, Cambridge University.
The settlement agreement among United, Altimeter, and PAR will be filed
shortly with the Securities and Exchange Commission.
About United
United Airlines and United Express operate an average of nearly 5,000
flights a day to 342 airports across six continents. In 2015, United and
United Express operated nearly two million flights carrying 140 million
customers. United is proud to have the world's most comprehensive route
network, including U.S. mainland hubs in Chicago, Denver, Houston, Los
Angeles, New York/Newark, San Francisco and Washington, D.C. United
operates more than 700 mainline aircraft, and this year, the airline
anticipates taking delivery of 20 new Boeing aircraft, including 737
NGs, 787s and 777s. The airline is a founding member of Star Alliance,
which provides service to 192 countries via 28 member airlines.
Approximately 85,000 United employees reside in every U.S. state and in
countries around the world. For more information, visit united.com,
follow @United on Twitter or connect on Facebook. United Continental
Holdings, Inc. common stock is traded on the NYSE under the symbol UAL.
Forward-looking Statements
This release contains forward-looking statements that reflect the
expectations and beliefs of United Continental Holdings, Inc. (the “Company”
or “UAL”) with respect to certain current and future
events relating to its Board of Directors, Mr. Munoz’s activities and
the delivery of aircraft. Factors that could cause actual events or
results to differ significantly from those described in the
forward-looking statements include, but are not limited to, those
described in Part I, Item 1A., “Risk Factors” of the Company’s Annual
Report on Form 10-K for the year ended December 31, 2015, as well as
other risks and uncertainties set forth from time to time in the reports
the Company files with the U.S. Securities and Exchange Commission (the “SEC”).
All forward-looking statements in this release are based upon
information available to the Company on the date of this release. The
Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events, changed circumstances or otherwise, except as required by
applicable law.
Additional Information and Where to Find It
This release may be deemed to be solicitation material in connection
with the matters to be considered at the 2016 annual meeting (the “2016
Annual Meeting”) of shareholders of UAL. UAL intends to file a
proxy statement and a WHITE proxy card with the SEC in connection with
any such solicitation of proxies from UAL shareholders. UAL SHAREHOLDERS
ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to
obtain any proxy statement, any amendments or supplements thereto and
other documents filed by UAL with the SEC for no charge at the SEC’s
website at www.sec.gov.
Copies will also be available at no charge at UAL’s website at http://ir.united.com/
in the “Securities Filings” section or by writing to UAL at 233 South
Wacker Drive Chicago, Illinois 60606, Attn: Corporate Secretary.
Participants in the Solicitation
UAL and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from UAL’s shareholders in
connection with the matters to be considered at the 2016 Annual Meeting.
Investors may obtain information regarding UAL and its directors and
executive officers in UAL’s Annual Report on Form 10-K for the year
ended December 31, 2015, which was filed with the SEC on February 18,
2016, and UAL’s definitive proxy statement for its 2015 annual meeting
of shareholders (the “2015 Annual Meeting”), which was
filed with the SEC on April 24, 2015. To the extent holdings of UAL
securities by UAL’s directors or executive officers have changed since
the amounts disclosed in the definitive proxy statement for the 2015
Annual Meeting, such changes have been or will be reflected on Initial
Statements of Beneficial Ownership on Form 3 and Statements of Change in
Beneficial Ownership on Form 4 filed with the SEC. More detailed
information regarding the identity of potential participants in the
solicitation, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with the 2016
Annual Meeting.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160420005742/en/
Contacts:
United Airlines Worldwide Media Relations
872-825-8640
media.relations@united.com
Source: United Continental Holdings, Inc.
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