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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):

May 13, 2020

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 May 13, 2020, Hawaiian Holdings, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) for the following purposes:

Proposal No. 1
To elect seven directors from among the nominees described in the Company’s proxy statement for the 2020 Annual Meeting, filed with the Securities and Exchange Commission on March 30, 2020 (the “2020 Proxy Statement”).
 
 
Proposal No. 2
To ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
 
 
Proposal No. 3
To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the 2020 Proxy Statement.

Only stockholders of record at the close of business on March 16, 2020 (the “Record Date”) were entitled to vote at the 2020 Annual Meeting. At the Record Date, 45,948,711 shares of Common Stock and three shares of Special Preferred Stock were issued and outstanding. Each share of Common Stock and Special Preferred Stock was entitled to one vote. The Company had no other class of voting securities outstanding and entitled to vote at the meeting. A total of 41,262,096 shares, or 89.8% of the total shares outstanding, were present in person or by proxy at the 2020 Annual Meeting, constituting a quorum of stockholders entitled to vote at the 2020 Annual Meeting for the transaction of business.
 
RESULTS OF THE STOCKHOLDER VOTE:
 
Proposal No. 1 - Election of Directors.
Proposal
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
 
Outcome
 
 
 
 
 
 
 
 
 
Election of Donald J. Carty
 
34,050,482
 
536,713
 
6,674,901
 
Elected
 
 
 
 
 
 
 
 
 
Election of Earl E. Fry
 
34,083,132
 
504,063
 
6,674,901
 
Elected
 
 
 
 
 
 
 
 
 
Election of Lawrence S. Hershfield
 
33,307,545
 
1,279,650
 
6,674,901
 
Elected
 
 
 
 
 
 
 
 
 
Election of Peter R. Ingram
 
33,955,126
 
632,069
 
6,674,901
 
Elected
 
 
 
 
 
 
 
 
 
Election of Randall L. Jenson
 
33,474,440
 
1,112,755
 
6,674,901
 
Elected
 
 
 
 
 
 
 
 
 
Election of Crystal K. Rose
 
33,481,201
 
1,105,994
 
6,674,901
 
Elected
 
 
 
 
 
 
 
 
 
Election of Richard N. Zwern
 
33,574,423
 
1,012,772
 
6,674,901
 
Elected
 
As of the date of the election of directors listed above, the board of directors of the Company is comprised of Donald J. Carty, Earl E. Fry, Lawrence S. Hershfield, Peter R. Ingram, Randall L. Jenson, Crystal K. Rose, Richard N. Zwern, Joseph Guerrieri, Jr., William S. Swelbar and Duane E. Woerth.

Proposal No. 2 - Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-Votes
 
Outcome
 
 
 
 
 
 
 
 
 
40,328,664
 
774,718
 
158,714
 
0
 
Approved
 
Proposal No. 3 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the 2020 Proxy Statement.
Votes For
 
Votes Against
 
Votes Abstaining
 
Broker Non-Votes
 
Outcome
 
 
 
 
 
 
 
 
 
32,909,866
 
1,377,732
 
299,597
 
6,674,901
 
Approved




SIGNATURES

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.

Dated: May 19, 2020
 
 
 
 
HAWAIIAN HOLDINGS, INC.
 
 
 
 
 
 
 
By:
/s/ Aaron J. Alter
 
 
Name:
Aaron J. Alter
 
 
Title:
Executive Vice President, Chief Legal Officer and Corporate Secretary