Wheels Up Expands Incentive Plan, Stockholders Approve Amendments

Wheels Up Experience Inc. (NYSE:UP), a leading private aviation company with a market capitalization of $1.05 billion, announced significant updates following its 2025 Annual Meeting of Stockholders held on Monday. The company, which InvestingPro analysis shows is currently experiencing weak financial health with a score of 1.31, secured approval for two major proposals regarding its long-term incentive plans and executive performance agreements. For deeper insights into UP’s financial position, including 14 key ProTips and comprehensive metrics, investors can access the detailed Pro Research Report available on InvestingPro.

The first proposal approved was the Amendment No. 2 to the Amended and Restated 2021 Long-Term Incentive Plan (LTIP), which effectively doubles the number of shares available for awards from approximately 30 million to 60 million and extends the plan’s termination date to March 26, 2035. The LTIP Amendment aims to enhance the company’s ability to attract and retain talent through equity-based compensation.

In addition, stockholders approved the Executive Performance Plans for the Chief Commercial Officer, David Harvey, and the Chief Financial Officer, John Verkamp. These plans could lead to the issuance of up to 15 million and 12 million shares of common stock, respectively, contingent upon meeting certain performance criteria.

The meeting also saw the reelection of four Class I directors to serve until the 2028 annual meeting and the ratification of Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Furthermore, stockholders approved a non-binding advisory vote on named executive officer compensation for the fiscal year ended December 31, 2024, and voted in favor of an amendment to the company’s Amended and Restated Certificate of Incorporation. This amendment allows for a reverse stock split of the common stock at a ratio between 1-for-5 and 1-for-20, alongside a corresponding reduction in the number of authorized shares, to be determined by the Board at a later date.

These approvals come as Wheels Up continues to solidify its position in the non-scheduled air transportation industry, despite generating revenue of $772.53 million in the last twelve months and an EBITDA of -$195.78 million. The company’s initiatives reflect its commitment to corporate governance and its strategy for future growth, though InvestingPro data indicates the company is quickly burning through cash and operating with high price volatility, having declined over 30% in the past six months.

The information in this article is based on Wheels Up Experience Inc.’s recent SEC filing, providing a transparent view of the company’s corporate decisions and stockholder sentiments. For a complete analysis of UP’s financial health, valuation metrics, and future prospects, investors can access the comprehensive Pro Research Report on InvestingPro, which transforms complex Wall Street data into actionable intelligence for smarter investment decisions.

In other recent news, Wheels Up Experience Inc. reported better-than-expected fourth-quarter results, with revenue declining 17% year-over-year to $204.8 million. Despite the decrease, the company showed sequential improvement from the third quarter and achieved a significant expansion in its adjusted contribution margin to 19.3%, up from 1.2% the previous year. Additionally, Wheels Up announced that December was nearly breakeven on an adjusted EBITDA basis, signaling progress in its financial turnaround efforts. The company also revealed plans to modernize its fleet, including the addition of 18 new Phenom jets and the retirement of 50 older aircraft. In another development, Wheels Up has regained compliance with the New York Stock Exchange’s minimum share price requirement, ensuring the continued listing of its common stock. Furthermore, the company announced a global partnership with United Autosports, providing exclusive access to premier motorsport events for its customers. This partnership will debut at the 2025 24 Hours of Le Mans, enhancing the Wheels Up ’Wheels Down’ program. CEO George Mattson emphasized the strategic alignment between private aviation and motorsport, highlighting the partnership’s potential to enhance brand visibility.

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