{"url_path":"/sec/wsupw/8-k/2026-06-10/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/1819516/0001628280-26-042215-index.html","accession_number":"0001628280-26-042215","cik":"0001819516","ticker":"UP","issuer_name":"Wheels Up Experience Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1819516/0001628280-26-042215-index.html","primary_entity_key":"0001819516","primary_entity_name":"Wheels Up Experience Inc."},"word_count":353,"has_tables":true,"body_markdown":"Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n(e)    Wheels Up Experience Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 9, 2026. At the Annual Meeting, the Company’s stockholders (the “Stockholders”) voted on a proposal to approve an amendment (the “LTIP Amendment”) to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (as amended by each of Amendment No. 1 thereto, effective April 15, 2024, Amendment No. 2 thereto, effective March 26, 2025, and the LTIP Amendment, the “A&R 2021 LTIP”), to increase the aggregate number of shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), available for awards made under the A&R 2021 LTIP from 3,007,484 (or 60,149,682 shares prior to the Company’s 1-for-20 reverse stock split of the Common Stock that became effective immediately after the close of trading on the New York Stock Exchange on April 24, 2026 (the “Reverse Stock Split”)) to 6,757,484 shares (or 135,149,682 shares prior to the Reverse Stock Split), or an increase of 3,750,000 shares (or 75,000,000 shares prior to the Reverse Stock Split), and extend the termination date of such plan to March 31, 2036. The Company’s Board of Directors (the “Board”) and the Compensation Committee of the Board (the “Compensation Committee”) previously approved the LTIP Amendment on March 31, 2026. As disclosed under Item 5.07 below, the Stockholders approved the proposal for the LTIP Amendment at the Annual Meeting. A description of the LTIP Amendment and A&R 2021 LTIP is included in Proposal No. 4 set forth in the Company’s [Definitive Proxy Statement on Schedule 14A](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001819516/000114036126016576/ny20065925x1_def14a.htm) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2026 (the “Proxy Statement”), and is incorporated herein by reference. The description of the LTIP Amendment contained herein is qualified in its entirety by reference to the full text of the LTIP Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}