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) October 25, 2005
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SEACOR Holdings Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-12289 13-3542736
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
11200 Richmond, Suite 400, Houston, Texas 77082
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (281) 899-4800
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Not Applicable
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(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):
|_| 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 1.01 Entry into a Material Definitive Agreement.
On October 25, 2005 the Board of Directors of SEACOR Holdings Inc.
(the "Company"), upon the recommendation from the Compensation Committee of the
Board of Directors, adopted the SEACOR Nonqualified Deferred Compensation Plan
(the "Deferred Compensation Plan"), which complies with the deferred
compensation rules set forth in Section 409A of the Internal Revenue Code. The
following description of the Deferred Compensation Plan does not purport to be
complete and is qualified in its entirely by Exhibit 99.1, which is incorporated
herein by reference.
The Deferred Compensation Plan is a non-qualified deferred
compensation plan established and maintained to provide a select group of highly
compensated or management employees, as well as non-employee directors, with the
ability to defer receipt of up to 75% of their cash base salary, up to 100% of
their cash bonus and/or up to 100% of their restricted stock unit grants for
each fiscal year. Each participant's compensation deferrals are credited to a
bookkeeping account and, subject to certain restrictions, each participant may
elect to have the amounts in such account indexed against one or more investment
options, solely for purposes of determining amounts payable under the Deferred
Compensation Plan (the Company is not obligated to actually invest any deferred
amounts in the selected investment options). Participants may elect to have
their deferred amounts, plus any earnings thereon (or less any losses), paid at
a specified date or upon the participant's termination of employment with the
Company. Generally, in order to receive a distribution from the Deferred
Compensation Plan, a participant must have remained in service with the Company
until the date specified in the participant's deferral election or have
separated from service with the Company. Payments are also made in the event
that a participant becomes disabled or dies or, if so elected, upon a change in
control of the Company. Distributions upon a participant's separation from
service other than upon retirement are made in a lump sum. Participants may
generally elect that payments be made in a lump sum or installments beginning in
the year specified by the participant or upon their eligible retirement,
although payments will be made in a lump sum for other distribution events
(including death and disability). Participants are always 100% vested in the
amounts that participants contribute to their Deferred Compensation Plan
accounts. The Company, at its option, may contribute amounts to participants'
accounts, which may be subject to vesting requirements.
The obligations of the Company to pay deferred compensation under the
Deferred Compensation Plan are general unsecured obligations of the Company, and
will rank equally with other unsecured indebtedness of the Company that is
outstanding from time to time. The total amount of the Company's obligations
under the Deferred Compensation Plan is not determinable because the amount will
vary depending upon the level of participation by participants and the amount of
compensation that participants elect to defer under the plan. The duration of
the Deferred Compensation Plan is indefinite (subject to the Board of Directors'
ability to amend or terminate the plan).
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.1 SEACOR Nonqualified Deferred Compensation Plan
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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.
By: /s/ Charles Fabrikant
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Name: Charles Fabrikant
Title: Chairman of the Board of Directors,
President and Chief Executive
Officer
Date: October 28, 2005
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EXHIBIT INDEX
Exhibit No. Description
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99.1 SEACOR Nonqualified Deferred Compensation Plan
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