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

 


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

     
Date of Report (Date of Earliest Event Reported):   June 1, 2012

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 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))


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

(e) At the 2012 Annual Meeting of Stockholders of Atlas Air Worldwide Holdings, Inc. (“AAWW” or the “Company”) held on June 1, 2012, AAWW’s stockholders approved the material terms of the performance criteria in the Atlas Air Worldwide Holdings, Inc. 2007 Incentive Plan (as amended) (the “Plan”) for compliance with Section 162(m) of the Internal Revenue Code of 1986, as amended. This matter is described in greater detail in the Company’s Proxy Statement for the 2012 Annual Meeting of Stockholders of AAWW (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 23, 2012. 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 filed as Exhibit 10 attached hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) & (b) On June 1, 2012, the Company held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”) in New York, New York. The final results of the stockholder vote on the four proposals brought before the Annual Meeting were as follows:  

(1) Each of the nominees for Director was an incumbent, and all nominees were elected to serve until the 2013 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:  

                         
                    Broker
Nominee   Votes For   Votes Withheld   Non-Votes
Robert F. Agnew
    24,242,087       315,050       559,465  
Timothy J. Bernlohr
    24,247,667       309,470       559,465  
Eugene I. Davis
    17,761,806       6,795,331       559,465  
William J. Flynn
    24,404,841       152,296       559,465  
James S. Gilmore III
    24,399,037       158,100       559,465  
Carol B. Hallett
    24,044,563       512,574       559,465  
Frederick McCorkle
    23,728,676       828,461       559,465  

(2) The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified with the following votes:  

                 
Votes For
  Votes Against   Abstentions
 
               
24,478,188
    637,878       536  

(3) The compensation of the Company’s Named Executive Officers was approved, on an advisory basis, with the following votes:

                         
                    Broker
Votes For   Votes Against   Abstentions   Non-Votes
16,593,942
    7,936,571       26,624       559,465  

(4) The material terms of the performance criteria in the Company’s 2007 Incentive Plan (as amended) for compliance with Section 162(m) of the Internal Revenue Code of 1986 were approved with the following votes:  

                         
                    Broker
Votes For   Votes Against   Abstentions   Non-Votes
24,181,157
    350,077       25,903       559,465  

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10 Atlas Air Worldwide Holdings, Inc. 2007 Incentive Plan (as amended)


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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.

         
    Atlas Air Worldwide Holdings, Inc.
          
June 5, 2012   By:   /s/ Michael W. Borkowski
       
        Name: Michael W. Borkowski
        Title: Assistant Secretary


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Exhibit Index


     
Exhibit No.   Description

 
10
  Atlas Air Worldwide Holdings, Inc. 2007 Incentive Plan (as amended)