Filing Overview
Wheels Up Experience Inc. filed this Form 8-K on June 1, 2023, reporting events from its May 31, 2023 Annual Meeting of Stockholders and subsequent Board action. The filing primarily addresses corporate governance, equity compensation, and a proposed reverse stock split; it does not provide current-period financial statements or operating results.
Business Context and Reporting Period
- Company: Wheels Up Experience Inc., a Delaware corporation listed on the NYSE under “UP”; its public warrants trade under “UP WS.”
- Annual Meeting date: May 31, 2023.
- Quorum: Holders representing 185,000,501 shares, or approximately 73.6% of eligible votes, were present in person or by proxy.
Key Financial and Capital Structure Information
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
- The Board approved a 1-for-10 reverse stock split of the Company’s common stock.
- Authorized common shares will be proportionately reduced from 2.5 billion to 250 million.
- The Company expected the reverse split and authorized-share reduction to become effective immediately after the NYSE market close on June 7, 2023, subject to filing the required Delaware certificate amendment.
- Following the split, each warrant will become exercisable for one-tenth of a common share at an exercise price of $115.00 per whole share, with proportionate adjustments to stated redemption prices.
- The common stock will continue trading as “UP,” and the public warrants as “UP WS.” The common stock will receive new CUSIP and ISIN numbers; the warrants will not.
Material Changes and Voting Results
| Proposal | Result |
|---|---|
| Election of four Class II directors | Approved; Chih Cheung, Admiral Michael Mullen, Brian Radecki, and Susan Schuman were elected to terms expiring at the 2026 annual meeting. |
| Advisory vote on 2022 named executive compensation | Approved, on a non-binding basis. |
| Ratification of Grant Thornton LLP as independent auditor for 2023 | Approved. |
| Amended and Restated 2021 Long-Term Incentive Plan | Approved, including an increase in shares available for awards and other plan amendments. |
| Majority voting standard for uncontested director elections | Not approved. |
| Officer exculpation amendment | Not approved. |
| Reverse stock split and authorized-share reduction | Approved; the Board subsequently selected a 1-for-10 ratio. |
Outlook, Risks, and Unusual Items
- The Company stated that the reverse split may affect the trading price, liquidity, trading volume, volatility, and marketability of its common stock and warrants.
- There is no assurance that the reverse split will produce a permanent increase in the stock or warrant price.
- The Company indicated that the reverse split is intended, among other things, to potentially address a deficiency under Section 802.01C of the NYSE Listed Company Manual, but it cautioned that compliance may not be regained.
- No fractional common shares will be issued. Eligible holders will generally receive cash in lieu of fractional shares based on the NYSE closing price at the effective time, adjusted for the split.
- Warrant exercises that would result in fractional shares will be rounded down to the nearest whole share.
- Forward-looking statements are subject to risks described in the Company’s 2022 Form 10-K and other SEC filings, including competitive and rapidly changing market conditions.
Investor Verification Checklist
- Verify whether the reverse split and authorized-share reduction became effective on June 7, 2023, and confirm the post-split trading and CUSIP information.
- Review the Company’s subsequent filings for the status of NYSE listing compliance.
- Assess the dilution implications of the amended 2021 LTIP and outstanding equity awards after the 1-for-10 adjustment.
- Confirm the adjusted terms, exercise mechanics, and redemption provisions of the public and private placement warrants.
- Review the Company’s 2022 Form 10-K and later periodic filings for financial performance, liquidity, debt, and going-concern or financing risks, which are not presented in this 8-K.