false 0001172222 0001172222 2024-05-15 2024-05-15

 

 

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):

May 15, 2024

 

 

HAWAIIAN HOLDINGS INC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-31443   71-0879698
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

3375 Koapaka Street, Suite G-350

Honolulu, HI 96819

(Address of principal executive offices, including zip code)

(808) 835-3700

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common stock   HA   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 15, 2024, Hawaiian Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) for the following purposes:

 

Proposal No. 1    To elect the nine director nominees described in the Company’s proxy statement for the 2024 Annual Meeting, filed with the Securities and Exchange Commission on April 1, 2024 (the “2024 Proxy Statement”).
Proposal No. 2    To ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Proposal No. 3    To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the 2024 Proxy Statement.
Proposal No. 4    To approve, for the purpose of complying with the applicable rules of the Nasdaq Global Select Market (“Nasdaq” and such rules, the “Nasdaq Rules”), including but not limited to Nasdaq Rules 5635(b) and 5635(d), the issuance of shares of the Company’s common stock (“Common Stock”) in excess of 10,281,753 shares of Common Stock (such excess shares of Common Stock, the “Excess Warrant Shares”) upon the exercise of the warrant to purchase shares of Common Stock (the “Warrant”) issued by the Company to Amazon.com NV Investment Holdings LLC (“Warrantholder”).

Only stockholders of record at the close of business on March 18, 2024 (the “Record Date”) were entitled to vote at the 2024 Annual Meeting. At the Record Date, 51,848,616 shares of Common Stock and one share each of Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock (collectively, “Special Preferred Stock”) were issued and outstanding. Each share of Common Stock and Special Preferred Stock was entitled to one vote. The Company had no other class of voting securities outstanding and entitled to vote at the meeting. A total of 40,663,565 shares, or 78.42% of the total shares outstanding, were present in person or by proxy at the 2024 Annual Meeting, constituting a quorum of stockholders entitled to vote at the 2024 Annual Meeting for the transaction of business.

RESULTS OF THE STOCKHOLDER VOTE:

Proposal No. 1 - Election of Directors.

 

Proposal

    Votes For    Votes Withheld    Broker Non-Votes    Outcome

Election of Wendy A. Beck

    26,688,103    2,444,818    11,530,644    Elected

Election of Earl E. Fry

    26,691,050    2,441,871    11,530,644    Elected

Election of Lawrence S. Hershfield

    25,148,494    3,984,427    11,530,644    Elected

Election of C. Jayne Hrdlicka

    24,428,734    4,704,187    11,530,644    Elected

Election of Peter R. Ingram

    26,774,734    2,358,187    11,530,644    Elected

Election of Michael E. McNamara

    26,651,349    2,481,572    11,530,644    Elected

Election of Crystal K. Rose

    25,142,336    3,990,585    11,530,644    Elected

Election of Craig E. Vosburg

    26,657,881    2,475,040    11,530,644    Elected

Election of Richard N. Zwern

    23,765,143    5,367,778    11,530,644    Elected

As of the date of the election of directors listed above, the board of directors of the Company is comprised of Wendy A. Beck, Earl E. Fry, Lawrence S. Hershfield, C. Jayne Hrdlicka, Peter R. Ingram, Michael E. McNamara, Crystal K. Rose, Craig E. Vosburg, Richard N. Zwern, Daniel W. Akins, Mark D. Schneider and Duane E. Woerth.

Proposal No. 2 - Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

Votes For

  

Votes Against

  

Votes Abstaining

  

Broker Non-Votes

  

Outcome

37,992,378   720,468   1,950,719   0   Approved

Proposal No. 3 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the 2024 Proxy Statement.

 

Votes For

  

Votes Against

  

Votes Abstaining

  

Broker Non-Votes

  

Outcome

24,148,031   2,705,059   2,279,831   11,530,644   Approved

Proposal No. 4 - Approval, for the purpose of complying with the applicable Nasdaq Rules, including but not limited to Nasdaq Rules 5635(b) and 5635(d), of the issuance of the Excess Warrant Shares upon the exercise of the Warrant issued by the Company to Warrantholder.

 

Votes For

  

Votes Against

  

Votes Abstaining

  

Broker Non-Votes

  

Outcome

25,981,648   1,120,836   2,030,437   11,530,644   Approved

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.

Dated: May 20, 2024

 

HAWAIIAN HOLDINGS, INC.
By:  

/s/ Aaron J. Alter

 

   Name:   Aaron J. Alter

 

   Title:   Executive Vice President, Chief Legal Officer and Corporate Secretary
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May 15, 2024
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Entity Central Index Key 0001172222
Document Type 8-K
Document Period End Date May 15, 2024
Entity Registrant Name HAWAIIAN HOLDINGS INC
Entity Incorporation State Country Code DE
Entity File Number 001-31443
Entity Tax Identification Number 71-0879698
Entity Address, Address Line One 3375 Koapaka Street
Entity Address, Address Line Two Suite G-350
Entity Address, City or Town Honolulu
Entity Address, State or Province HI
Entity Address, Postal Zip Code 96819
City Area Code (808)
Local Phone Number 835-3700
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Security 12b Title Common stock
Trading Symbol HA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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