UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2019
UNITED AIRLINES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-06033 |
| 36-2675207 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification |
233 S. Wacker Drive, Chicago, IL |
| 60606 |
(Address of principal executive offices) |
| (Zip Code) |
(872) 825-4000
Registrant’s telephone number, including area code
United Continental Holdings, Inc.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Registrant |
| Title of each class |
| Trading |
| Name of each exchange |
United Airlines Holdings, Inc. |
| Common Stock, $0.01 par value |
| UAL |
| The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company. o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Corporate Name Change to United Airlines Holdings, Inc.
Effective June 27, 2019, United Continental Holdings, Inc. amended its Certificate of Incorporation to change its name to “United Airlines Holdings, Inc.” (the “Company”). Stockholder approval of the name change was not required pursuant to Section 242(b) of the General Corporation Law of the State of Delaware. The Bylaws of the Company have similarly been amended to reflect the name change, also effective on June 27, 2019. The Company’s common stock will continue to trade on The Nasdaq Stock Market LLC under the symbol “UAL” and its CUSIP number will not change.
Copies of the Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware, and the Amended and Restated Bylaws, are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
| Exhibit Description |
3.1 |
| Amended and Restated Certificate of Incorporation of United Airlines Holdings, Inc. |
3.2 |
| Amended and Restated Bylaws of United Airlines Holdings, Inc. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED AIRLINES HOLDINGS, INC. | ||
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| By: | /s/ Jennifer L. Kraft |
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| Name: | Jennifer L. Kraft |
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| Title: | Vice President and Corporate Secretary |
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Date: June 27, 2019 |
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