Wheels Up Experience (UP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 10, 2025, to be held virtually, allowing shareholders to vote and submit questions online.

• Seven key proposals will be presented, including director elections, executive compensation, auditor ratification, equity plan amendments, executive performance awards, and a reverse stock split.

• Board recommends voting FOR all proposals, emphasizing alignment with long-term shareholder interests and corporate governance best practices.

Voting matters and shareholder proposals

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

• Advisory vote on executive compensation for 2024.

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

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

• Approval of performance award agreements for the CCO (up to 15M shares) and CFO (up to 12M shares), contingent on performance and service vesting.

• Approval of a reverse stock split (1-for-5 to 1-for-20) and proportional reduction in authorized shares.

Board of directors and corporate governance

• Board consists of 12 directors, divided into three classes with staggered three-year terms.

• Directors designated by major investors per Investor Rights Agreement; independent directors serve on all key committees.

• Board committees include Audit, Compensation, Nominating & ESG, and Safety & Security, all with independent chairs.

• Regular board and committee self-evaluations and director skills matrix used for ongoing board composition assessment.