{"url_path":"/sec/wsupw/8-k/2026-06-10/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","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":300,"has_tables":true,"body_markdown":"Item 5.07    Submission of Matters to a Vote of Security Holders.\n\nThe Annual Meeting was held on June 9, 2026. Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. At the Annual Meeting, the Stockholders voted on and approved the four proposals that are described in detail in the Proxy Statement.\n\nPresent at the Annual Meeting in person or by proxy were holders representing 547,648,969 shares of Common Stock, or approximately 92.6% of the shares of Common Stock outstanding and entitled to vote at the Annual Meeting, which constituted a quorum. The number of shares present at the Annual Meeting reflects the pre-Reverse Stock Split share count as of April 10, 2026, the record date for the Annual Meeting. A brief description of, and the final vote results for, the proposals follows.\n\n1.    The Stockholders voted to elect four Class II directors on the Board to serve until the 2029 annual meeting of stockholders or until the election and qualification of their respective successors:\n\nNomineeVotes ForWithheldBroker Non-Votes\n\nAndrew Davis506,447,4511,356,47339,845,045\n\nRoger Farah507,002,005801,91939,845,045\n\nGeorge Mattson506,965,589838,33539,845,045\n\nGregory Summe507,108,505695,41939,835,045\n\n2.    The Stockholders voted to approve the non-binding, advisory vote to approve named executive officer compensation for the fiscal year ended December 31, 2025:\n\nVotes ForVotes AgainstAbstentionsBroker Non-Votes\n\n504,699,6092,937,327166,98839,845,045\n\n3.    The Stockholders voted to ratify, on a non-binding, advisory basis, the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:\n\nVotes ForVotes AgainstAbstentions\n\n544,018,7993,043,148587,022\n\n4.    The Stockholders voted to approve the LTIP Amendment to increase the aggregate number of shares of Common Stock of the Company available for awards made under the A&R 2021 LTIP and extend the termination date of such plan to March 31, 2036:\n\nVotes ForVotes AgainstAbstentionsBroker Non-Votes\n\n504,934,1472,788,30481,47339,845,045"}