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): July 31, 2012
Republic Airways Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-49697 | 06-1449146 |
| (Commission File Number) | (IRS Employer Identification No.) |
8909 Purdue Road
Suite 300
Indianapolis, IN 46268
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (317) 484-6000
None.
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
At Republic Airways Holdings Inc.’s Annual Meeting of Stockholders held on August 1, 2012, four proposals were voted upon by the Company’s stockholders. A description of the proposals and a tabulation of the votes follows:
1. The vote for election of seven directors to serve until the 2013 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified was as follows:
| | For | Withheld | Broker Non-Votes |
| Bryan K. Bedford | 33,322,902 | 783,749 | |
| Lawrence J. Cohen | 33,361,761 | 744,890 | |
| Neal S. Cohen | 33,448,176 | 658,475 | |
| Douglas J. Lambert | 33,265,964 | 840,687 | |
| Mark L. Plaumann | 33,362,418 | 744,233 | |
| Richard P. Schifter | 33,420,487 | 686,164 | |
| David N. Siegel | 33,385,623 | 721,028 | |
| 2. | The advisory (nonbinding) vote to approve named executive officer compensation. |
| For | Against | Abstain | Broker Non-Votes |
| 33,610,913 | 212,042 | 283,696 | 7,661,242 |
| 3. | The vote to ratify the appointment of Deloitte & Touche LLP as independent registered public accountants for the Company for the year ending December 31, 2012. |
| For | Against | Abstain | Broker Non-Votes |
| 40,747,384 | 938,224 | 82,285 | |
| 4. | The vote to act upon the stockholder proposal to adopt a policy that the chairman of the Board of Directors be an independent director. |
| For | Against | Abstain | Broker Non-Votes |
| 16,406,790 | 17,695,476 | 4,385 | 7,661,242 |
Item 8.01 Other Matters
The Company strives to follow best practices in corporate governance. Accordingly, and based on a review of the governance risk indicators and the analysis of best practices included in the ISS Proxy Advisory Services report dated July 16, 2012, concerning the Company’s Definitive Proxy Statement dated June 15, 2012, the Company has begun an evaluation of committee charters and corporate bylaws. On July 31, 2012, the Board of Directors of the Company authorized the Nominating and Governance Committee to conduct a review of the Company's corporate governance practices, policies and procedures including committee charters, independence matters and transparency of the Company's governance practices and disclosures. After its review, the Committee may make recommendations for the Board of Directors of the Company to consider adopting in order to maintain the Company's high standard of governance.
(All other items on this report are inapplicable.)
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.
| | REPUBLIC AIRWAYS HOLDINGS INC. |
| | |
| | By: | /s/ Timothy P. Dooley |
| | | Name: Timothy P. Dooley
Title: Senior Vice President and
Chief Financial Officer |
Dated: August 3, 2012
