WHEELS UP EXPERIENCE INC. 2024-2025 Proxy Voting Records

Description as filed by funds: Election of four Class I directors to serve a term ending at Wheels Up Experience Inc.'s (the "Company") 2028 annual meeting of stockholders: Adam Zirkin

WHEELS UP EXPERIENCE INC.’s own tally for this item (“Elect Director: Adam Zirkin”): 481,746,106 for, 1,313,705 withheld, per its Form 8-K filed June 11, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 28 asset managers below reported 617,151 for, 150,019 withheld, 215,591 abstained.

Showing the 25 largest of 28 asset managers. See all 28 in the interactive database.

Description as filed by funds: Election of four Class I directors to serve a term ending at Wheels Up Experience Inc.'s (the "Company") 2028 annual meeting of stockholders: Daniel Janki

WHEELS UP EXPERIENCE INC.’s own tally for this item (“Elect Director: Daniel Janki”): 482,043,261 for, 1,016,550 withheld, per its Form 8-K filed June 11, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 28 asset managers below reported 890,156 for, 92,605 withheld.

Showing the 25 largest of 28 asset managers. See all 28 in the interactive database.

Description as filed by funds: Election of four Class I directors to serve a term ending at Wheels Up Experience Inc.'s (the "Company") 2028 annual meeting of stockholders: Dwight James

WHEELS UP EXPERIENCE INC.’s own tally for this item (“Elect Director: Dwight James”): 481,553,052 for, 1,506,759 withheld, per its Form 8-K filed June 11, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 28 asset managers below reported 784,408 for, 198,353 withheld.

Showing the 25 largest of 28 asset managers. See all 28 in the interactive database.

Description as filed by funds: Election of four Class I directors to serve a term ending at Wheels Up Experience Inc.'s (the "Company") 2028 annual meeting of stockholders: Thomas Klein

WHEELS UP EXPERIENCE INC.’s own tally for this item (“Elect Director: Thomas Klein”): 480,376,702 for, 2,683,109 withheld, per its Form 8-K filed June 11, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 28 asset managers below reported 370,682 for, 396,472 withheld, 215,607 abstained.

Showing the 25 largest of 28 asset managers. See all 28 in the interactive database.

Description as filed by funds: To approve an amendment to the Company's Amended and Restated Certificate of Incorporation, dated November 15, 2023, to be filed at the discretion of the Company's board of directors (the "Board") at any time prior to the 2026 annual meeting of the Company's stockholders, providing for (i) a reverse stock split of the outstanding shares of the Company's Common Stock, at a reverse stock split ratio of not less than 1-for-5 and not greater than 1-for-20, with an exact ratio within that range as may be determined by the Board and specified in a Certificate of Amendment to Amended and Restated Certificate of Incorporation at a later date (the "Reverse Stock Split") and (ii) contemporaneously with the Reverse Stock Split, a reduction in the number of authorized shares of Common Stock by a ratio corresponding to the reverse stock split ratio.

WHEELS UP EXPERIENCE INC.’s own tally for this item (“Proposal 7: The Stockholders voted to approve an amendment to the Company's Amended and Restated Certificate of Incorporation, dated November 15, 2023, to be filed at the discretion of the Board at any time prior to the ”): 496,385,881 for, 1,836,664 against — passed, per its Form 8-K filed June 11, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Stockholders voted to approve an amendment to the Company's Amended and Restated Certificate of Incorporation, dated November 15, 2023, to be filed at the discretion of the Board at any time prior to the 2026 annual meeting of the Company's stockholders (the "2026 Annual Meeting"), providing fo…”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 28 asset managers below reported 982,761 for.

Showing the 25 largest of 28 asset managers. See all 28 in the interactive database.

Description as filed by funds: To approve an amendment to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated April 1, 2023 (as previously amended by Amendment No. 1 thereto, the "Amended and Restated 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 Amended and Restated 2021 LTIP and extend the termination date of such plan to March 26, 2035.

WHEELS UP EXPERIENCE INC.’s own tally for this item (“Proposal 4: 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 Amended and Restated 2021 LTIP and extend the”): 480,460,590 for, 2,542,469 against — passed, per its Form 8-K filed June 11, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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 Amended and Restated 2021 LTIP and extend the termination date of such plan to March 26, 2035:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 28 managers: 702,584 for, 280,177 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 106,128 for.

Description as filed by funds: To approve the Wheels Up Experience Inc. Performance Award Agreement, dated as of March 31, 2025, granted to John Verkamp, the Company's Chief Financial Officer, and authorize the Company to issue up to 12,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 28 managers: 93,488 for, 889,273 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 106,525 for.

Description as filed by funds: To approve the Wheels Up Experience Inc. Performance Award Agreement, dated as of May 20, 2024, granted to David Harvey, the Company's Chief Commercial Officer, and authorize the Company to issue up to 15,000,000 shares of Common Stock thereunder, subject to the satisfaction of the applicable vesting conditions under such plan, if at all.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 28 managers: 93,488 for, 889,273 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 106,525 for.

Description as filed by funds: To approve the non-binding, advisory vote to approve named executive officer compensation for the fiscal year ended December 31, 2024.

WHEELS UP EXPERIENCE INC.’s own tally for this item (“Proposal 2: The Stockholders voted to approve the non-binding, advisory vote to approve named executive officer compensation for the fiscal year ended December 31, 2024:”): 480,489,807 for, 2,488,503 against — passed, per its Form 8-K filed June 11, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Stockholders voted to approve the non-binding, advisory vote to approve named executive officer compensation for the fiscal year ended December 31, 2024:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 121 asset managers below reported 264,771,685 for, 2,152,936 against.

Showing the 25 largest of 121 asset managers. See all 121 in the interactive database.

Description as filed by funds: 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, 2025.

WHEELS UP EXPERIENCE INC.’s own tally for this item (“Proposal 3: 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,”): 497,586,747 for, 332,553 against — passed, per its Form 8-K filed June 11, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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, 2025:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 28 asset managers below reported 981,597 for, 1,164 against.

Showing the 25 largest of 28 asset managers. See all 28 in the interactive database.