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 Altimeter has withdrawn its notice of intent to nominate directors at the 2016 Annual Meeting of Shareholders and agreed to certain “stand-still” provisions.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 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.
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.”
