Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 16, 2024

HAWAIIAN HOLDINGS INC

(Exact name of registrant as specified in its charter)

Delaware

001-31443

71-0879698

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

3375 Koapaka Street, Suite G-350

Honolulu, HI 96819

(Address of principal executive offices, including zip code)

(808) 835-3700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	HA	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 3, 2023, Hawaiian Holdings, Inc. (“Hawaiian”) announced its entry into an Agreement and Plan of Merger, dated as of December 2, 2023 (the “Merger Agreement”), by and among Alaska Air Group, Inc. (“Alaska”), Marlin Acquisition Corp. (“Merger Sub”) and Hawaiian. The Merger Agreement provides for Merger Sub to be merged with and into Hawaiian, with Hawaiian surviving as a wholly owned subsidiary of Alaska (the “Merger”).

In connection with the Merger, Hawaiian held a special meeting of stockholders on February 16, 2024, at 11:30 a.m., Hawaiʻi time (the “Special Meeting”).

As of January 3, 2024, the record date for the Special Meeting (the “Record Date”), there were 51,824,365 shares of Hawaiian’s capital stock issued, outstanding and entitled to vote at the Special Meeting, consisting of 51,824,362 shares of Hawaiian’s common stock and one share each of Hawaiian’s Series B Special Preferred Stock, Hawaiian’s Series C Special Preferred Stock and Hawaiian’s Series D Special Preferred Stock (collectively, the “Shares”). Each Share was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, 34,374,610 Shares were present in person or represented by proxy.

The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in Hawaiian’s definitive proxy statement, dated January 9, 2024, filed by Hawaiian with the Securities and Exchange Commission (the “Proxy Statement”).


	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Proposal 1: To adopt the Merger Agreement.	33,714,935	574,520	85,155	0
Proposal 1 was approved

Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Hawaiian to its named executive officers in connection with the Merger.	28,630,166	3,366,737	2,377,707	0
Proposal 2 was approved

Proposal 3 described in the Proxy Statement (relating to the adjournment of the Special Meeting, if necessary or appropriate) was rendered moot and was not presented at the Special Meeting as a result of the approval of Proposal 1.

Item 8.01 Other Events.

On February 16, 2024, Hawaiian issued a press release announcing approval of the Merger Agreement by its stockholders. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release, issued by Hawaiian Holdings, Inc., dated February 16, 2024
104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: February 20, 2024

	HAWAIIAN HOLDINGS, INC.


	By:	/s/ Aaron J. Alter
		Name:	Aaron J. Alter
		Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

NEWS


FOR IMMEDIATE RELEASE February 16, 2024						Contact: Hawaiian Airlines Public Relations News@HawaiianAir.com

Hawaiian Holdings Stockholders Approve Acquisition by Alaska Air Group

HONOLULU – Hawaiian Holdings, Inc. (“Hawaiian”) (NASDAQ: HA) today announced that its stockholders have voted to adopt the merger agreement with Alaska Air Group, Inc. (“Alaska”) (NYSE: ALK). A substantial majority of the holders of Hawaiian’s stock voted in favor of the merger, according to preliminary results from the special meeting held earlier today. Hawaiian will file the final voting results, as tabulated by an independent inspector of elections, on a Form 8-K with the U.S. Securities and Exchange Commission.

“Stockholder approval of our transaction with Alaska is an important milestone toward combining our airlines,” said Hawaiian Airlines President and CEO Peter Ingram. “Together, we will bring stronger competition to the U.S. airline industry, deliver more value to our guests and the communities that we serve, and provide greater job opportunities for our employees.”

The transaction remains subject to receipt of required regulatory approvals, along with other customary closing conditions. Hawaiian and Alaska continue to expect to complete the transaction within 12 to 18 months of announcement of the transaction, which occurred on December 3, 2023.

About Hawaiian Airlines

Now in its 95th year of continuous service, Hawaiian is Hawaiʻi's biggest and longest-serving airline. Hawaiian offers approximately 150 daily flights within the Hawaiian Islands, and nonstop flights between Hawaiʻi and 15 U.S. gateway cities – more than any other airline – as well as service connecting Honolulu and American Samoa, Australia, Cook Islands, Japan, New Zealand, South Korea and Tahiti.

Consumer surveys by Condé Nast Traveler and TripAdvisor have placed Hawaiian among the top of all domestic airlines serving Hawaiʻi. The carrier was named Hawaiʻi's best employer by Forbes in 2022 and has topped Travel + Leisure's World's Best list as the No. 1 U.S. airline for the past two years. Hawaiian has also led all U.S. carriers in on-time performance for 18 consecutive years (2004-2021) as reported by the U.S. Department of Transportation.

The airline is committed to connecting people with aloha. As Hawai'i's hometown airline, Hawaiian encourages guests to Travel Pono and experience the islands safely and respectfully.

Hawaiian Airlines, Inc. is a subsidiary of Hawaiian Holdings, Inc. (NASDAQ: HA). Additional information is available at HawaiianAirlines.com. Follow Hawaiian's Twitter updates (@HawaiianAir), become a fan on Facebook (Hawaiian Airlines), and follow us on Instagram (hawaiianairlines). For career postings and updates, follow Hawaiian's LinkedIn page.

Forward-Looking Statements

This communication contains forward-looking statements subject to the safe harbor protection provided by the federal securities laws, including statements relating to the expected timing of the closing of the pending acquisition (the “Transaction”) of Hawaiian by Alaska and the benefits of the Transaction. There can be no assurance that the Transaction will in fact be consummated. Risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements include: the risk that a condition to closing of the Transaction may not be satisfied (or waived); the ability of each party to consummate the Transaction; that either party may terminate the merger agreement or that the closing of the Transaction might be delayed or not occur at all; possible disruption related to the Transaction to Alaska’s or Hawaiian’s current plans or operations, including through the loss of customers and employees; the diversion of management time and attention from ongoing business operations and opportunities; the response of competitors to the Transaction; a failure to (or delay in) receiving the required regulatory clearances for the Transaction; the outcome of any legal proceedings that could be instituted against Hawaiian, Alaska or others relating to the Transaction; legislative, regulatory and economic developments affecting the business of Alaska or Hawaiian; general economic conditions including those associated with pandemic recovery; the possibility and severity of catastrophic events, including but not limited to, pandemics, natural disasters, acts of terrorism or outbreak of war or hostilities; and other risks and uncertainties detailed in periodic reports that Alaska and Hawaiian file with the U.S. Securities and Exchange Commission. All forward-looking statements in this communication are based on information available to Hawaiian as of the date of this communication. Alaska and Hawaiian each expressly disclaim any obligation to publicly update or revise the forward-looking statements, except as required by law.

Cover Page Cover Page	Feb. 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 16, 2024
Entity Registrant Name	HAWAIIAN HOLDINGS INC
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31443
Entity Tax Identification Number	71-0879698
Entity Address, Address Line One	3375 Koapaka Street,
Entity Address, Address Line Two	Suite G-350
Entity Address, City or Town	Honolulu,
Entity Address, State or Province	HI
Entity Address, Postal Zip Code	96819
City Area Code	808
Local Phone Number	835-3700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	HA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001172222
Amendment Flag	false