Wheels Up Experience (UP) Proxy filing summary

Voting matters and shareholder proposals

• Election of four Class II directors to serve until the 2029 annual meeting, with nominees Andrew Davis, Roger Farah, George Mattson, and Gregory Summe recommended by the board.

• Advisory vote to approve named executive officer compensation for the fiscal year ended December 31, 2025.

• Advisory ratification of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

• Approval of an amendment to the 2021 Long-Term Incentive Plan to increase available shares and extend the plan's termination date to March 31, 2036.

• Other business may be addressed as appropriate during the meeting or any adjournment.

Board of directors and corporate governance

• Board recommends all four director nominees for election to Class II seats with terms expiring in 2029.

Executive compensation and say-on-pay

• Shareholders will vote on a non-binding, advisory basis to approve executive compensation for the fiscal year ended December 31, 2025.