false0001172222 0001172222 2020-05-13
2020-05-13
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)
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Delaware
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001-31443
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71-0879698
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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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:
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Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common
stock
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HA
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NASDAQ
Global Select Market
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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. ☐
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Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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On May 13, 2020,
Hawaiian Holdings, Inc. (the “Company”) held its 2020 Annual
Meeting of Stockholders (the “2020 Annual Meeting”) for the
following purposes:
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Proposal No. 1
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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”).
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Proposal No. 2
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To ratify Ernst & Young
LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2020.
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Proposal No. 3
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To approve, on an advisory
basis, the compensation of the Company’s named executive officers,
as described in the 2020 Proxy Statement.
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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.
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Proposal
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Outcome
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Election of Donald J.
Carty
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34,050,482
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536,713
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6,674,901
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Elected
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Election of Earl E.
Fry
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34,083,132
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504,063
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6,674,901
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Elected
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Election of Lawrence S.
Hershfield
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33,307,545
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1,279,650
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6,674,901
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Elected
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Election of Peter R.
Ingram
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33,955,126
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632,069
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6,674,901
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Elected
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Election of Randall L.
Jenson
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33,474,440
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1,112,755
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6,674,901
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Elected
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Election of Crystal K.
Rose
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33,481,201
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1,105,994
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6,674,901
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Elected
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Election of Richard N.
Zwern
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33,574,423
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1,012,772
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6,674,901
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Elected
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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.
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Votes
For
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Votes
Against
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Votes
Abstaining
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Broker
Non-Votes
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Outcome
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40,328,664
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774,718
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158,714
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0
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Approved
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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.
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Votes
For
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Votes
Against
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Votes
Abstaining
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Broker
Non-Votes
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Outcome
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32,909,866
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1,377,732
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299,597
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6,674,901
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Approved
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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.
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Dated: May 19,
2020
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HAWAIIAN
HOLDINGS, INC.
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By:
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/s/ Aaron J.
Alter
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Name:
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Aaron J. Alter
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Title:
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Executive Vice President,
Chief Legal Officer and Corporate Secretary
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