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)
April 26, 1994
AIRBORNE FREIGHT CORPORATION
(Exact name of registrant as specified in Charter)
Delaware 1-6512 91-0837469
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State or Other Commission File IRS Employer
Jurisdiction of Number Identification
Incorporation Number
3101 Western Avenue, P.O. Box 662, Seattle, Washington 98111
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Address of Principal Executive Offices
Registrant's Telephone Number Including Area Code:
(206) 285-4600
ITEM 5 - OTHER MATERIALLY IMPORTANT EVENTS
The annual meeting of Airborne Freight Corporation ("Airborne" or the
"Company") was held at the Cascade Ballroom II Room of the Westin Hotel,
1900 Fifth Avenue, Seattle, Washington 98101 on April 26, 1994 at which a
total of 17,403,820 shares were represented at the meeting comprising
89.37% of the outstanding shares of the Company entitled to vote at the
meeting on the record date (February 28, 1994). The following directors
were duly elected to serve for terms ending in 1997, in each case by an
affirmative vote in excess of 88% of the outstanding shares entitled to
vote at the meeting:
Robert S. Cline
Richard M. Rosenberg
William Swindells
The following are continuing directors with terms expiring as
indicated:
Terms Expiring in 1995
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Harold M. Messmer, Jr.
Andrew V. Smith
Terms Expiring in 1996
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Robert G. Brazier
James H. Carey
Andrew B. Kim
The shareholders, by an affirmative note of 51.68% of the outstanding
shares and 73.36% of the shares represented at the meeting and voting on
this issue, adopted the 1994 Airborne Key Employee Stock Option and Stock
Appreciation Rights Plan.
The shareholders, by an affirmative vote of 88.74% of the outstanding
shares and 99.29% of the shares represented at the meeting, approved the
selection of Deloitte & Touche as external auditors for the current year.
The Airborne Board of Directors on the same date, April 26, 1994,
reelected all existing executive officers, including Robert S. Cline as
Chairman and Chief Executive Officer and Robert G. Brazier as President and
Chief Operating Officer.
The Board of Directors, in addition to declaring a quarterly cash
dividend of $.075 per share on the Common Stock of the Company payable on
May 24, 1994 to shareholders of record on May 10, 1994, declared the
regular 6.9% Preferred Dividend payable June 15, 1994 to shareholders of
record June 1, 1994.
The Board of Directors also amended the By-laws of the Company in a
number of respects; a copy of the By-laws as amended being appended as
Exhibit 3(b) to this report.
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AIRBORNE FREIGHT CORPORATION
By: /s/J. Vernon Williams
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J. Vernon Williams
Assistant Secretary
DATED May 3, 1994.