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UNITED CONTINENTAL HOLDINGS, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 12, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2014, United Continental Holdings, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"). The proposals submitted to the stockholders at the Annual Meeting were as follows:

Proposal 1 - the election of the members of the Company's Board of Directors (the "Board"); Proposal 2 - the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries for the fiscal year ending December 31, 2014; Proposal 3 - an advisory resolution approving the compensation of the Company's named executive officers, as presented in the Company's definitive proxy statement; and Proposal 4 - approval of the amendment and restatement of the Company's 2006 Director Equity Incentive Plan.



Each proposal is described in detail in the Company's definitive proxy statement, which was filed with the Securities and Exchange Commission on April 25, 2014.

At the Annual Meeting, the Company's stockholders elected each director nominee to the Board, ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries, and approved the amendment and restatement of the Company's 2006 Director Equity Incentive Plan. The stockholders also approved, in an advisory and non-binding vote, the compensation of the Company's named executive officers, as presented in the Company's definitive proxy statement. The final voting results for each proposal, including the number of votes cast for and against, and the number of abstentions and broker non-votes, as applicable, are set forth below.

Proposal 1 - Election of Directors

In accordance with the Company's Amended and Restated Bylaws, the Company's stockholders elected a total of 13 director nominees to the Board, of which 11 director nominees were elected by the holders of the Company's common stock, one director nominee was elected by the holder of the Company's one share of Class Pilot MEC Junior Preferred Stock, and one director nominee was elected by the holder of the Company's one share of Class IAM Junior Preferred Stock.

The holders of the Company's common stock elected the 11 director nominees listed in the table below.

For Against Abstain Broker Non-Votes Carolyn Corvi 319,605,843 6,066,060 1,048,134 24,291,576 Jane C. Garvey 320,711,261 4,989,638 1,019,138 24,291,576 Walter Isaacson 320,527,276 5,174,546 1,018,215 24,291,576 Henry L. Meyer III 319,574,158 6,111,535 1,034,344 24,291,576 Oscar Munoz 319,571,427 6,089,617 1,058,993 24,291,576 William R. Nuti 319,479,265 6,169,850 1,070,922 24,291,576 Laurence E. Simmons 319,280,296 6,411,774 1,027,967 24,291,576 Jeffery A. Smisek 316,165,665 9,167,647 1,386,725 24,291,576 David J. Vitale 317,310,595 8,314,743 1,094,699 24,291,576 John H. Walker 318,981,361 6,699,699 1,038,977 24,291,576 Charles A. Yamarone 320,336,651 5,311,091 1,072,295 24,291,576



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In addition, the United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International ("ALPA"), the holder of the Company's one share of Class Pilot MEC Junior Preferred Stock, elected James J. Heppner as the ALPA director, and the International Association of Machinists and Aerospace Workers ("IAM"), the holder of the Company's one share of Class IAM Junior Preferred Stock, elected Richard A. Delaney as the IAM director.

Proposal 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm for 2014

The Company's stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries for the fiscal year ending December 31, 2014.

For Against Abstain Broker Non-Votes 343,507,531 6,260,235 1,243,847 0



Proposal 3 - Advisory Resolution Approving the Compensation of the Named Executive Officers

The Company's stockholders approved, in an advisory and non-binding vote, the compensation of the Company's named executive officers, as presented in the Company's definitive proxy statement.

For Against Abstain Broker Non-Votes 312,489,505 13,169,268 1,061,264 24,291,576



Proposal 4 - Approval of the Amendment and Restatement of the United Continental Holdings, Inc. 2006 Director Equity Incentive Plan

The Company's stockholders approved the amendment and restatement of the Company's 2006 Director Equity Incentive Plan.

For Against Abstain Broker Non-Votes 316,559,709 9,002,809 1,157,519 24,291,576



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Source: Edgar Glimpses


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