Wheels Up Experience (UP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2026, to be held virtually, with voting rights for shareholders of record as of April 10, 2026.

• Four key proposals: election of four Class II directors, advisory vote on executive compensation, ratification of Grant Thornton LLP as auditor, and amendment to the 2021 Long-Term Incentive Plan (LTIP).

• Board recommends voting FOR all proposals.

• Reverse stock split announced, effective April 24, 2026, but voting rights based on pre-split share counts.

Voting matters and shareholder proposals

• Proposal 1: Elect four Class II directors (Andrew Davis, Roger Farah, George Mattson, Gregory Summe) to serve until 2029.

• Proposal 2: Advisory (non-binding) vote to approve named executive officer compensation for 2025.

• Proposal 3: Ratify Grant Thornton LLP as independent auditor for 2026.

• Proposal 4: Approve amendment to LTIP to increase authorized shares from 60.1M to 135.1M and extend plan to March 31, 2036.

• Board recommends FOR all proposals; voting limitations apply to certain large shareholders due to U.S. citizenship rules.

Board of directors and corporate governance

• Board consists of 12 directors divided into three classes; new nominee Roger Farah to replace Timothy Armstrong.

• Investors (Delta, CK Wheels, CIH) have rights to designate directors per Investor Rights Agreement.

• Approximately 67% of directors are independent; all key committees are fully independent.

• Board leadership is separated between Chairperson and CEO.

• Board and committees met regularly in 2025, with high attendance.