Amended Current Report Filing (8-k/a)
24 May 2019 - 8:05PM
Edgar (US Regulatory)
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):
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May 22, 2019
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Atlas Air Worldwide Holdings, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-16545
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13-4146982
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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2000
Westchester Avenue, Purchase, New
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10577
York
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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914-701-8000
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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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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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:
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Title of each class
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Ticker symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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AAWW
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The NASDAQ Global Select Market
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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.
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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(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.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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(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:
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(1)
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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:
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Broker
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Nominee
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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Robert F. Agnew
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22,534,212
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266,502
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8,818
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1,333,977
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Timothy J. Bernlohr
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21,948,767
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851,762
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9,003
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1,333,977
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Charles F. Bolden, Jr.
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22,569,817
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229,060
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10,655
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1,333,977
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William J. Flynn
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22,659,533
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141,660
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8,339
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1,333,977
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Bobby J. Griffin
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22,414,558
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384,574
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10,400
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1,333,977
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Carol B. Hallett
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22,260,981
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539,793
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8,758
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1,333,977
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Jane H. Lute
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22,619,313
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179,393
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10,826
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1,333,977
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Duncan J. McNabb
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22,289,003
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511,295
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9,234
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1,333,977
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Sheila A. Stamps
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22,568,642
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230,480
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10,410
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1,333,977
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John K. Wulff
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22,395,617
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403,014
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10,901
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1,333,977
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(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
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Votes Against
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Abstentions
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23,314,522
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812,388
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16,599
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(3) The compensation of the Company’s named executive officers
was approved, on a non-binding advisory basis, with the following votes:
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Broker
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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20,988,190
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1,802,035
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19,307
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1,333,977
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(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:
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Broker
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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20,378,199
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2,414,574
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16,759
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1,333,977
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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.
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Atlas Air Worldwide Holdings, Inc.
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May 23, 2019
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By:
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/s/ Adam R. Kokas
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Name: Adam R. Kokas
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Title: Executive Vice President, General Counsel and
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Secretary
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