Wheels Up Experience (UP) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2025, to be held virtually, allowing shareholders to vote and ask questions online.

• Key proposals include director elections, executive compensation, auditor ratification, amendments to incentive plans, performance awards for executives, and a reverse stock split with authorized share reduction.

• The board recommends voting in favor of all proposals, emphasizing alignment with shareholder interests and long-term value creation.

Voting matters and shareholder proposals

• Seven proposals are up for vote: election of four Class I directors, advisory say-on-pay, auditor ratification, LTIP amendment, CCO and CFO performance plans, and a reverse stock split/authorized share reduction.

• Shareholders will also transact any other business that may properly come before the meeting.

• Voting limitations apply to certain large shareholders due to regulatory and contractual restrictions.

Board of directors and corporate governance

• The board is classified into three classes, with four directors in each class serving staggered three-year terms.

• Board composition is influenced by an Investor Rights Agreement, granting major investors the right to designate directors.

• Approximately 67% of the board is independent, and all committees are chaired by independent or non-employee directors.

• The board has Audit, Compensation, Nominating and ESG, and Safety and Security Committees, each with defined responsibilities.