Amended Current Report Filing (8-k/a)

Date : 05/24/2019 @ 11:05AM
Source : Edgar (US Regulatory)
Stock : Atlas Air Worldwide Holdings (AAWW)
Quote : 20.17  -3.33 (-14.17%) @ 5:00AM
Atlas Air Worldwide share price Chart

Amended Current Report Filing (8-k/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

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 22, 2019

 

Atlas Air Worldwide Holdings, Inc.

 

(Exact name of registrant as specified in its charter)

 

                Delaware                            001-16545                     13-4146982         
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

 

        2000 Westchester Avenue, Purchase, New            10577 York     
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: 914-701-8000

 

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))
¨ communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. ¨

 

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Ticker symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value

AAWW

The NASDAQ Global Select Market

 

 

 

 

 

Explanatory Note 

 

This Current Report on Form 8-K/A (the “Amendment”) of Atlas Air Worldwide Holdings, Inc. (the “Company”) amends the Current Report on Form 8-K filed by the Company on May 23, 2019 (the “Original Report”). The sole purpose of the Amendment is to correct a typographical error in the Original Report, which reported that the Company’s shareholders had ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2018. Such date is hereby changed to December 31, 2019. No other revisions have been made to the Original Report.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(e) At the 2019 Annual Meeting of Shareholders of Atlas Air Worldwide Holdings, Inc. (“AAWW” or the “Company”) held on May 22, 2019, AAWW’s shareholders approved an amendment to the Atlas Air Worldwide Holdings, Inc. 2018 Incentive Plan (the “Plan”) to increase by 935,000 shares the total under of shares of AAWW Common Stock that may be issued pursuant to awards under the Plan. The amendment is described in detail in “Proposal No. 4 – Approval of an Amendment to Our 2018 Incentive Plan” in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 19, 2019. The descriptions of the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan, which is set forth as Exhibit B to the Proxy Statement.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

(a) & (b) On May 22, 2019, the Company held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”) at the Doral Arrowwood Hotel and Conference Center in Rye Brook, New York. The final results of the shareholder vote on the four proposals brought before the Annual Meeting were as follows:

 

(1) All nominees for Director were incumbents and were elected to serve until the 2020 Annual Meeting of Shareholders or until their successors are elected and qualified. The following table sets forth the voting results with respect to each nominee:

 

        Broker
Nominee Votes For Votes Against Abstentions Non-Votes
Robert F. Agnew 22,534,212 266,502 8,818 1,333,977
    Timothy J. Bernlohr 21,948,767 851,762 9,003 1,333,977
       Charles F. Bolden, Jr. 22,569,817 229,060 10,655 1,333,977
William J. Flynn 22,659,533 141,660 8,339 1,333,977
Bobby J. Griffin 22,414,558 384,574 10,400

1,333,977 

Carol B. Hallett 22,260,981 539,793 8,758 1,333,977
Jane H. Lute 22,619,313 179,393 10,826 1,333,977
Duncan J. McNabb 22,289,003 511,295 9,234 1,333,977
Sheila A. Stamps 22,568,642 230,480 10,410 1,333,977
John K. Wulff 22,395,617 403,014 10,901 1,333,977

 

 

 

 

(2) The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified with the following votes:

 

Votes For Votes Against Abstentions
23,314,522 812,388 16,599

 

(3) The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, with the following votes:

 

      Broker
Votes For Votes Against Abstentions Non-Votes
20,988,190 1,802,035 19,307 1,333,977

 

(4) An amendment to the Atlas Air Worldwide Holdings, Inc. 2018 Incentive Plan to increase the number of shares of the Company’s Common Stock authorized for issuance under such Plan by 935,000 shares was approved with the following votes:

 

      Broker
Votes For Votes Against Abstentions Non-Votes
20,378,199 2,414,574 16,759 1,333,977

  

 

 

 

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.

 

 

  Atlas Air Worldwide Holdings, Inc.  
       
       
May 23, 2019 By: /s/ Adam R. Kokas  
    Name: Adam R. Kokas  
    Title: Executive Vice President, General Counsel and  
    Secretary  

 

 

 

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