UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 24, 2011
| SEACOR Holdings Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware | 1-12289 | 13-3542736 |
(State or Other Jurisdiction of Incorporation) | File Number) | Identification No.) |
| 2200 Eller Drive, Fort Lauderdale, Florida | 33316 |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (954) 523-2200 |
| | |
| | |
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 (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 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, shareholders voted on proposals to: (i) elect directors to the Company’s Board of Directors (the “Board”), (ii) ratify the appointment of Ernst & Young, LLP as independent auditor, (iii) approve the compensation of executives as disclosed in the proxy statement (a non-binding advisory resolution) and (iv) vote on the frequency of holding a non-binding advisory vote on the compensation of executives as disclosed in the proxy statement (a non-binding advisory vote).
All nominees for election to the Board were elected for a term that will continue until the next annual meeting of shareholders or until the director’s successor has been duly elected and qualified (or the director’s earlier resignation, death or removal). The shareholders’ vote ratified the appointment of the independent auditor. The proposal to approve the compensation of executives as disclosed in the Company’s proxy statement, through an advisory resolution, was approved. The advisory vote on the frequency of future advisory votes on executive compensation was held, and the option of “1 Year” received the greatest number of votes of the Company’s shareholders.
The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company’s independent inspector of election reported the final vote of the shareholders as follows:
Election of Directors
| | Director Name | | Votes For | | Votes Withheld | | Broker Non-Votes | |
| | Charles Fabrikant | | 18,141,302 | | 200,345 | | 1,041,708 | |
| | Pierre de Demandolx | | 18,202,218 | | 139,429 | | 1,041,708 | |
| | Richard Fairbanks | | 16,985,915 | | 1,355,732 | | 1,041,708 | |
| | Blaine V. Fogg | | 18,021,557 | | 320,090 | | 1,041,708 | |
| | John C. Hadjipateras | | 16,743,499 | | 1,598,148 | | 1,041,708 | |
| | Oivind Lorentzen | | 18,195,246 | | 146,401 | | 1,041,708 | |
| | Andrew R. Morse | | 14,772,398 | | 3,569,249 | | 1,041,708 | |
| | Christopher Regan | | 18,079,639 | | 262,008 | | 1,041,708 | |
| | Steven Webster | | 15,335,845 | | 3,005,002 | | 1,041,708 | |
| | Steven J. Wisch | | 18,259,748 | | 81,899 | | 1,041,708 | |
Approval of Compensation of Executives
(Non-Binding Advisory Resolution)
| | Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| | 14,995,584 | | 2,748,038 | | 598,025 | | 1,041,708 |
Frequency of Vote to Approve Compensation of Executives
(Non-Binding Advisory Resolution)
Every 1 year | | Every 2 years | | Every 3 years | | Abstain | | Broker Non- Votes |
| 10,890,053 | | 46,307 | | 6,796,992 | | 608,296 | | 1,041,707 |
A majority of the votes cast by shareholders voted, on an advisory basis, to hold an advisory vote on executive compensation every year. In line with this recommendation by our shareholders, the Board of Directors has decided that it will include an advisory vote on executive compensation in the Company’s proxy statement every year until the next advisory vote on the frequency of advisory votes on executive compensation.
Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm
| | Votes For | | Votes Against | | Abstain | | Broker Non- Votes | |
| | 19,227,095 | | 151,068 | | 5,192 | | 0 | |
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.
| | SEACOR Holdings Inc. | |
| | | | |
| Date: May 27, 2011 | By: | /s/ Paul Robinson | |
| | | Name: | Paul L. Robinson | |
| | | Title: | Senior Vice President, General Counsel and Corporate Secretary | |
| | | | |
