Hawaiian (HA) 8-K Submission of Matters to a Vote of Security Holders

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 19, 2021

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 19, 2021, Hawaiian Holdings, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) for the following purposes:

Proposal No. 1	To elect nine directors from among the nominees described in the Company’s proxy statement for the 2021 Annual Meeting, filed with the Securities and Exchange Commission on April 5, 2021 (the “2021 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, 2021.
Proposal No. 3	To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the 2021 Proxy Statement.

Only stockholders of record at the close of business on March 22, 2021 (the “Record Date”) were entitled to vote at the 2021 Annual Meeting. At the Record Date, 51,106,022 shares of common stock (“Common Stock”) and one share each of Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock (“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 41,158,127 shares, or 80.53% of the total shares outstanding, were present in person or by proxy at the 2021 Annual Meeting, constituting a quorum of stockholders entitled to vote at the 2021 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	31,660,089	673,373	8,824,665	Elected
Election of Earl E. Fry	31,890,751	442,711	8,824,665	Elected
Election of Lawrence S. Hershfield	31,121,853	1,211,609	8,824,665	Elected
Election of C. Jayne Hrdlicka	31,760,122	573,340	8,824,665	Elected
Election of Peter R. Ingram	31,946,646	386,816	8,824,665	Elected
Election of Randall L. Jenson	31,271,319	1,062,143	8,824,665	Elected
Election of Michael E. McNamara	31,811,493	521,969	8,824,665	Elected
Election of Crystal K. Rose	31,046,568	1,286,894	8,824,665	Elected
Election of Richard N. Zwern	28,318,859	4,014,603	8,824,665	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, C. Jayne Hrdlicka, Peter R. Ingram, Randall L. Jenson, Michael E. McNamara, 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, 2021.

Votes For	Votes Against	Votes Abstaining	Broker Non-Votes	Outcome
40,264,341	701,202	192,584	0	Approved

Proposal No. 3 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the 2021 Proxy Statement.

Votes For	Votes Against	Votes Abstaining	Broker Non-Votes	Outcome
30,601,650	1,250,581	481,231	8,824,665	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.

Date: May 24, 2021
	HAWAIIAN HOLDINGS, INC.
	By:	/s/ Aaron J. Alter
		Name:	Aaron J. Alter
		Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary