Wheels Up Experience (UP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 10, 2025, with voting open until June 9, 2025.

• Shareholders can access proxy materials online or request paper/email copies by May 27, 2025.

Voting matters and shareholder proposals

• Election of four Class I directors to serve until the 2028 annual meeting.

• Advisory vote to approve executive compensation for fiscal year 2024.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year 2025.

• Amendment to the 2021 Long-Term Incentive Plan to increase share pool and extend plan to March 26, 2035.

• Approval of performance award agreements for the Chief Commercial Officer (up to 15M shares) and Chief Financial Officer (up to 12M shares), subject to vesting.

• Amendment to the certificate of incorporation to allow a reverse stock split (1-for-5 to 1-for-20) and corresponding reduction in authorized shares.

Board of directors and corporate governance

• Four nominees for Class I director positions: Adam Zirkin, Dwight James, Daniel Janki, and Thomas Klein.