Wheels Up Experience Inc. 8-K

What Happened

• Wheels Up Experience Inc. filed an 8-K on April 24, 2026 announcing board changes. On April 22, 2026 Timothy M. Armstrong notified the Board he will retire and will not stand for reelection at the company’s 2026 annual meeting; Daniel C. Janki resigned from the Board effective April 22, 2026. To fill the vacancy created by Janki’s resignation, the Board appointed Erik S. Snell as a Class I director effective upon Janki’s resignation.
• Mr. Snell (age 49) currently serves as Executive Vice President and Chief Financial Officer of Delta Air Lines (appointed April 2026). He previously served as a Delta designee on Wheels Up’s Board from July 2021 to September 2023 and was President of Delta Private Jets prior to its January 2020 acquisition by Wheels Up. His initial term runs until the 2028 annual meeting. The Board also said it intends to nominate Roger N. Farah as an independent director for the Class II seat now held by Mr. Armstrong; that nomination will be disclosed in the company’s forthcoming definitive proxy statement.

Key Details

• Filing date: 8-K filed April 24, 2026; Notice Date for retirements/resignation: April 22, 2026.
• Timothy M. Armstrong will not seek reelection at the 2026 annual meeting; Daniel C. Janki resigned effective April 22, 2026.
• Erik S. Snell’s Class I director term continues until the 2028 annual meeting; he was appointed under the company’s Investor Rights Agreement as a Delta designee.
• Mr. Snell is not expected to initially receive director compensation or serve on standing Board committees; the Board intends to nominate Roger N. Farah for the Class II seat.

Why It Matters

• Board composition and governance: director retirements and a new appointment can affect oversight and strategic direction. Investors should note continued Delta representation on the Board via Mr. Snell, given his current Delta CFO role and previous ties to Delta Private Jets.
• Upcoming proxy and annual meeting: Armstrong’s decision not to stand for reelection and the intended nomination of Roger Farah will be reflected in the company’s definitive proxy statement—investors should review that filing for voting matters and any additional governance disclosures.
• No disputes: the filing states the departures were due to changes in professional commitments and were not the result of any disagreement with the company.