8-K re 2013 Annual Meeting Results
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
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Date of Report (Date of Earliest Event Reported): | | June 26, 2013 |
SEACOR Holdings Inc.
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(Exact name of registrant as specified in its charter)
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Delaware | 1-12289 | 13-3542736 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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2200 Eller Drive, Fort Lauderdale, Florida | | 33316 |
(Address of principal executive offices) | | (Zip Code) |
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Registrant’s telephone number, including area code: | | (954) 523-2200 |
Not Applicable
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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))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At a meeting of the Board of Directors (the "Board") of SEACOR Holdings Inc. (the "Company") held on June 26, 2013, the Board amended and restated the By-Laws of the Company by adding a new Article XIV, which reads in its entirety as follows:
"ARTICLE XIV
FORUM FOR ADJUDICATION OF DISPUTES
Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL or (d) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of this Article XIV."
A copy of the Fifth Amended and Restated By-Laws in their entirety is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2013 Annual Meeting of Stockholders of the Company held on June 26, 2013, stockholders voted on proposals to: (i) elect directors to the Board, (ii) approve the compensation of executives as disclosed in the proxy statement for such meeting (a non-binding advisory resolution) and (iii) ratify the appointment of Ernst & Young, LLP as the Company's independent registered accounting firm.
All nominees for election to the Board were elected for a term that will continue until the next annual meeting of stockholders or until the director's successor has been duly elected and qualified (or the director's earlier resignation, death or removal). The proposal to approve the compensation of executives, as disclosed in the Company's proxy statement, through an advisory resolution was approved. The stockholders' vote ratified the appointment of the Company's independent registered accounting firm.
The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company's independent inspector of election reported the final vote of the stockholders as follows:
Election of Directors
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Director Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
Charles Fabrikant | | 17,784,551 |
| | 367,535 |
| | 854,492 |
Pierre de Demandolx | | 17,944,229 |
| | 207,857 |
| | 854,492 |
Oivind Lorentzen | | 18,031,141 |
| | 120,945 |
| | 854,492 |
Andrew R. Morse | | 17,945,060 |
| | 207,026 |
| | 854,492 |
R. Christopher Regan | | 17,261,212 |
| | 890,874 |
| | 854,492 |
Steven J. Wisch | | 18,132,702 |
| | 19,384 |
| | 854,492 |
Approval of Compensation of Executives
(Non-Binding Advisory Resolution)
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Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
16,488,938 | | 1,295,670 | | 367,479 | | 854,491 |
Ratification of Ernst & Young LLP as the Company's Independent Registered Accounting Firm
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Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
18,920,049 | | 83,256 | | 3,272 | | — |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | Description |
3.1 | Fifth Amended and Restated By-Laws of SEACOR Holdings Inc. |
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.
By: /s/ Paul L. Robinson
Name: Paul L. Robinson
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Title: | Senior Vice President, General Counsel |
and Corporate Secretary
Date: June 28, 2013
EXHIBIT INDEX
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Exhibit No. | Description |
3.1 | Fifth Amended and Restated By-Laws of SEACOR Holdings Inc. |