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 24, 2016

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

Delaware 001-16545 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))

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Item 5.07 Submission of Matters to a Vote of Security Holders

(a) & (b) On May 24, 2016, the Company held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”) in New York, New York. The final results of the shareholder vote on the four proposals brought before the Annual Meeting were as follows:  

(1) Except for Bobby J. Griffin and John K. Wulff, each of the nominees for Director was an incumbent. All nominees were elected to serve until the 2017 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:  

Nominee   Votes For   Votes Against   Abstentions   Non-Votes
Robert F. Agnew
    21,699,821       343,387       15,667       977,834  
Timothy J. Bernlohr
    20,994,356       1,048,683       15,836       977,834  
William J. Flynn
    21,926,707       118,180       13,988       977,834  
James S. Gilmore III
    20,487,606       1,555,602       15,667       977,834  
Bobby J. Griffin
    21,792,230       249,142       17,503       977,834  
Carol B. Hallett
    19,080,047       2,962,890       15,938       977,834  
Frederick McCorkle
    20,522,521       1,520,516       15,838       977,834  
Duncan J. McNabb
    21,761,714       281,418       15,743       977,834  
John K. Wulff
    21,824,585       216,855       17,435       977,834  

(2) The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified with the following votes:  

Votes For
  Votes Against   Abstentions
    906,622       18,135  

(3) In a non-binding advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement prepared in connection with the Annual Meeting, the Company’s shareholders voted as follows:

Votes For   Votes Against   Abstentions   Non-Votes
    11,112,724       13,864       977,834  

(4) The Atlas Air Worldwide Holdings, Inc. 2016 Incentive Plan was approved with the following votes:

Votes For   Votes Against   Abstentions   Non-Votes
    3,652,111       13,363       977,834  

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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 31, 2016   By:   /s/ Adam R. Kokas
        Name: Adam R. Kokas
        Title: Executive Vice President, General Counsel, Secretary and Chief Human Resources Officer