Atlas Air Worldwide Holdings, Inc. (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   May 25, 2010

Atlas Air Worldwide Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware 0-25732 13-4146982
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
2000 Westchester Avenue, Purchase, New York   10577
(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))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Top of the Form

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 25, 2010, Atlas Air Worldwide Holdings, Inc. (the “Company”) held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”) in New York, New York. As of March 29, 2010, 25,824,595 shares of Common Stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 23,447,695 shares of Common Stock of the Company were represented, in person or by proxy, constituting a quorum. The final results of the stockholder vote on each proposal brought before the Annual Meeting are indicated below.  

(a) Each of the nominees for Director was an incumbent, and all nominees were elected to serve until the 2011 Annual meeting of Stockholders or until their successors are elected and qualified. The following table sets forth the voting results with respect to each nominee:  

Nominee   Votes For   Votes Withheld   Non-Votes
Robert F. Agnew
    21,544,657       1,045,993       847,045  
Timothy J. Bernlohr
    21,534,280       1,066,370       847,045  
Eugene I. Davis
    8,935,983       13,664,667       847,045  
William J. Flynn
    21,820,491       780,159       847,045  
James S. Gilmore III
    22,101,285       499,365       847,045  
Carol B. Hallett
    22,069,397       531,253       847,045  
Frederick McCorkle
    22,073,790       526,860       847,045  

(b) The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 was ratified with the following votes:  

Votes For
  Votes Against   Abstentions
    1,387,889       4,219  

(c) The amendment to the Company’s 2007 Incentive Plan (as amended) to increase the aggregate number of shares of Common Stock authorized for issuance under such Plan by 500,000 shares was approved with the following votes:  

Votes For   Votes Against   Abstentions   Non-Votes
    4,442,800       350,691       847,045  

Top of the Form


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 28, 2010   By:   /s/ Adam R. Kokas
        Name: Adam R. Kokas
        Title: Senior Vice President, General Counsel and Secretary