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): | June 7, 2012 |
SEACOR Holdings Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-12289 | 13-3542736 |
| _____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| 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:
[ ] 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 the 2012 Annual Meeting of Stockholders of SEACOR Holdings Inc. (the “Company”), stockholders voted on proposals to: (i) elect directors to the Company’s Board of Directors (the “Board”), (ii) approve an increase in the number of shares of the Company’s common stock authorized for issuance under the SEACOR Holdings Inc. Amended 2007 Share Incentive Plan, (iii) approve the compensation of executives as disclosed in the proxy statement (a non-binding advisory resolution) and (iv) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.
All nominees for election to the Board were elected for a term that will continue until the next annual meeting of stockholders or until the director’s successor has been duly elected and qualified (or the director’s earlier resignation, death or removal). The proposal to increase the number of shares of the Company’s common stock authorized for issuance under the SEACOR Holdings Inc. Amended 2007 Share Incentive Plan was approved. The proposal to approve the compensation of executives as disclosed in the Company’s proxy statement, through an advisory resolution, was approved. The stockholders’ vote ratified the appointment of the independent registered public accounting firm.
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 stockholders as follows:
Election of Directors
| Director Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Charles Fabrikant | 18,521,129 | 86,960 | 832,312 | |||||||||
| Pierre de Demandolx | 18,522,306 | 85,783 | 832,312 | |||||||||
| Richard Fairbanks | 18,522,206 | 85,883 | 832,312 | |||||||||
| Blaine V. Fogg | 17,538,437 | 1,069,652 | 832,312 | |||||||||
| John C. Hadjipateras | 17,503,876 | 1,104,213 | 832,312 | |||||||||
| Oivind Lorentzen | 18,545,225 | 62,864 | 832,312 | |||||||||
| Andrew R. Morse | 18,489,924 | 118,165 | 832,312 | |||||||||
| R. Christopher Regan | 17,539,322 | 1,068,767 | 832,312 | |||||||||
| Steven Webster | 11,817,579 | 6,790,510 | 832,312 | |||||||||
| Steven J. Wisch | 18,563,159 | 44,930 | 832,312 | |||||||||
Approval of amendment to the SEACOR Holdings Inc. Amended 2007 Share Incentive Plan
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||
| 13,313,683 | 5,273,563 | 20,843 | 832,312 | |||||||||
Approval of Compensation of Named Executive Officers
(Non-Binding Advisory Resolution)
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||
| 16,250,595 | 1,494,133 | 863,361 | 832,312 | |||||||||
Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||
| 19,302,352 | 121,823 | 16,226 | 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. | ||||
| June 7, 2012 | By: | Paul L. Robinson | ||
| Name: Paul L. Robinson | ||||
| Title: Senior Vice President, General Counsel and Corporate Secretary | ||||