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 2, 2008 ------------- SEACOR HOLDINGS INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE 1-12289 13-3542736 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS 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 (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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. (e) Compensatory Arrangements of Certain Officers On May 2, 2008, the Compensation Committee of the Board of Directors of SEACOR Holdings Inc. (the "Company") approved forms of the following equity grant documents to be used for grants of stock options and restricted stock under the Company's 2007 Share Incentive Plan: (i) Non-Employee Director Annual Share Incentive Grant Agreement - for grants of stock options and restricted stock to non-employee directors; (ii) Stock Option Grant Agreement - for grants of stock options to officers and key employees; and (iii) Restricted Stock Grant Agreement - for grants of restricted stock to officers and key employees (collectively, the "Award Agreements"). Copies of the forms of Award Agreements are attached hereto as Exhibits 10.1, 10.2 and 10.3 to this Form 8-K and are incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit No. Description - ----------- ----------- 10.1 Form of Non-Employee Director Annual Share Incentive Grant Agreement 10.2 Form of Stock Option Grant Agreement 10.3 Form of Restricted Stock Grant Agreement 2 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 8, 2008 By: /s/ Richard Ryan ----------------------------------- Name: Richard Ryan Title: Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 10.1 Form of Non-Employee Director Annual Share Incentive Grant Agreement 10.2 Form of Stock Option Grant Agreement 10.3 Form of Restricted Stock Grant Agreement 4