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) March 11, 2005
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SEACOR Holdings Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-12289 13-3542736
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(Commission File Number) (IRS Employer Identification No.)
11200 Richmond, Suite 400
Houston, Texas 77082
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(Address of Principal Executive Offices) (Zip Code)
(281) 899-4800
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(Registrant's Telephone Number, Including Area Code)
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 (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 1.01 Entry into a Material Definitive Agreement.
On March 11, 2005 the Compensation Committee of the Board of Directors of SEACOR
Holdings Inc. (the "Compensation Committee") approved the annual base salaries
(effective as of January 1, 2005) of the Company's executive officers after a
review of performance and competitive market data. The following table sets
forth the annual base salary levels of the Company's Named Executive Officers
(which officers were determined in accordance with SEC Regulation S-K Item
402(a)(3)):
Name Title Annual Base Salary
Charles Fabrikant Chairman of the Board, President, and Chief $600,000
Executive Officer
Randall Blank Chief Financial Officer, Executive Vice $335,000
President and Secretary
Dick Fagerstal Senior Vice President, Corporate Development and $300,000
Treasurer
John Gellert Senior Vice President $180,000
Alice Gran Senior Vice President $300,000
and General Counsel
On March 11, 2005, the Compensation Committee also approved the award
of cash bonuses to named executive officers related to the performance of
services in the fiscal year ending December 31, 2004. These bonuses were awarded
to the named executive officers of the Company in the amounts set forth below:
Name Amount of Bonus (1)
Mr. Fabrikant $1,250,000
Mr. Blank $200,000
Mr. Fagerstal $150,000
Mr. Gellert $75,000
Ms. Gran $60,000
(1) Sixty percent (60%) of the bonus was paid at the time of the award, on
March 11, 2005 and the remaining forty percent (40%) is paid in two
equal annual installments approximately one and two years after the
date of the grant. Any outstanding balance is payable upon the death,
disability, termination without "cause" of the employee, or the
occurrence of a "change-in-control" of SEACOR.
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In determining these compensation levels and cash bonus awards, the Compensation
Committee considered relative performance in all categories, focusing in
particular on earnings and cash flow from operations, financial management and
asset trading and management of capital. The Compensation Committee also
considers education and experience, leadership skills, and how these qualities
fit with the Company's overall strategy and objectives. The Compensation
Committee also considers the general level of compensation for such experience
in the marketplace. The other factor considered in setting compensation is the
retention of key employees over a long term.
The Compensation Committee also considered Mr. Fabrikant's role in furthering
the strategic goals of the Company, his specific contribution to 2004 results,
and the levels of bonus compensation paid to senior management in comparable
companies. Specifically, the Compensation Committee noted the results of Mr.
Fabrikant's leadership in reducing overhead and overseeing the extensive
cost-cutting efforts in the offshore marine services division, his role in
identifying opportunities in the inland river business, his role in
orchestrating the acquisition of Era Aviation, his management of the placement
of intermediate term convertible notes, his strategic direction in the offshore
business and his role in developing the Company's leasing activities, and
participation in the bulk shipping business.
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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.
SEACOR Holdings Inc.
By: /s/ Randall Blank
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Name: Randall Blank
Title: Executive Vice President and
Chief Financial Officer
Date: May 9, 2005
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