| 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 11, 2010 |
PINNACLE AIRLINES CORP. |
| (Exact Name of Registrant as Specified in Charter) |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I. R. S. Employer Identification No.) | |
| Delaware | 001-31898 | 03-0376558 | |
| (Address of principal executive offices) | (Zip Code) | ||
| 1689 Nonconnah Blvd, Suite 111 Memphis, TN | 38132 | ||
| Registrant’s telephone number, including area code | |||
| (901)-348-4100 | |||
| (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): | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 12, 2010, Pinnacle Airlines Corp. (the “Company”) entered into a Management Compensation Agreement (the “Agreement”) with Brian T. Hunt, Vice President and General Counsel. Mr. Hunt’s Agreement is substantially similar to the Management Compensation Agreements between the Company and Peter Hunt, the Company’s Vice President and Chief Financial Officer, and Doug Shockey, the Company’s Executive Vice President and President – Airline Subsidiaries.
A copy of the Agreement is filed with this report as Exhibit 10.79 and is incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 11, 2010, the Company held its 2010 Annual Meeting of Stockholders at which the Company’s stockholders considered and voted on the proposals described below:
Proposal 1. Election of Directors
| · | The stockholders elected the following persons as Class III Directors of the Company, each to serve until the 2013 Annual Meeting: |
| Nominee | Votes For | Votes Withheld | Broker Non-Vote | |||
| Thomas S. Schreier, Jr. | 12,865,390 | 571,191 | 3,172,365 | |||
| Alfred T. Spain | 12,834,687 | 601,894 | 3,172,365 | |||
| Nicholas R. Tomassetti | 12,864,477 | 572,104 | 3,172,365 |
The following Directors’ terms of office as a director continued after the Annual Meeting: Donald J. Breeding, Susan M. Coughlin, Ian Massey, James E. McGehee, Jr., Thomas S. Schreier, Jr., R. Philip Shannon, Alfred T. Spain, Nicholas R. Tomassetti and Philip H. Trenary.
Proposal 2. Ratification of Appointment of Independent Auditors
| · | The stockholders voted to ratify the appointment of Ernst & Young, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2010. The vote by stockholders was as follows: |
| Votes For | Votes Against | Votes Abstaining | Broker Non-Vote | |||
| 16,520,459 | 52,676 | 35,811 | 0 |
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
| Exhibit Number | Description | ||
| 10.79 | Management Compensation Agreement between Pinnacle Airlines Corp. and Brian T. Hunt |
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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 thereunto duly authorized.
| PINNACLE AIRLINES CORP. | ||
| (Registrant) | ||
| By: /s/ Brian T. Hunt | ||
| Brian T. Hunt | ||
| Vice President and General Counsel | ||
| May 17, 2010 |
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