UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.___) Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) |_| Definitive Proxy Statement |X| Definitive Additional Materials |_| Soliciting Material Pursuant to ss.240.14a-12 SEACOR HOLDINGS INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ----------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- (5) Total fee paid: ----------------------------------------------------------------------- |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ----------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- (3) Filing Party: ----------------------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------------------- SEACOR Holdings Inc. 2200 Eller Drive Fort Lauderdale, Florida 33316 May 10, 2007 BY EMAIL - -------- Institutional Shareholder Services, Inc. 2101 Gaither Road, Suite 201 Rockville, Maryland 20850-4045 Attention: Dr. Martha Carter Managing Director, Corporate Governance Ms. Kathryn Cohen Manager, Research Helpdesk and Communications Dear Dr. Carter and Ms. Cohen: In connection with the 2007 Annual Meeting of Stockholders of SEACOR Holdings Inc. (the "Company"), which is scheduled to occur on May 17, 2007, the Board of Directors of the Company (the "Board") has proposed adoption of the SEACOR Holdings Inc. 2007 Share Incentive Plan (the "Plan"). Institutional Shareholder Services, in its Proxy Analysis of matters to be voted upon at the SEACOR Annual Meeting, has recommended, among other things, that SEACOR stockholders vote against adoption of the Plan because the Plan provided, in Section 5(a) thereof, that the maximum number of shares of common stock that may be delivered to participants under the Plan, subject to certain adjustments, was an aggregate of 1,750,000. This letter is to confirm that the Board has amended Section 5(a) of the Plan to provide that the maximum number of shares of common stock that may be delivered to participants under the Plan, subject to certain adjustments, is an aggregate of 1,000,000. Section 5(a) of the Plan, as amended, is attached hereto as Annex A. No other changes were made to the Plan. Please accept my request that ISS amend its Proxy Analysis to recommend approval by stockholders of the Plan. Sincerely, /s/ Alice Gran Alice Gran Senior Vice President, General Counsel & Secretary cc: David E. Zeltner, Esq. ANNEX A 5. COMMON STOCK AVAILABLE UNDER THE PLAN (a) Subject to the provisions of this Section 5 and any adjustments made in accordance with Section 13 hereof, the maximum number of shares of Common Stock that may be delivered to participants (including permitted assignees) and their beneficiaries under this Plan shall be 1,000,000 shares of Common Stock (subject to adjustments made in accordance with Section 13 hereof), which may be authorized and unissued or treasury shares.