-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UTb9ZdUtLmXHr0zs9qxS/ddv9DgSD+QZteE0P2gdCt8Ch1Xsx6daRtUPgGpet3LV UicEDUgeHTaly4dDU7dLHQ== 0001144204-09-055895.txt : 20091102 0001144204-09-055895.hdr.sgml : 20091102 20091102161904 ACCESSION NUMBER: 0001144204-09-055895 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091027 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20091102 DATE AS OF CHANGE: 20091102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC AIRWAYS HOLDINGS INC CENTRAL INDEX KEY: 0001159154 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 061449146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49697 FILM NUMBER: 091151360 BUSINESS ADDRESS: STREET 1: 8909 PURDUE ROAD STREET 2: SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 BUSINESS PHONE: 317-484-6000 MAIL ADDRESS: STREET 1: 8909 PURDUE ROAD STREET 2: SUITE 300 CITY: INDIANAPOLIS STATE: IN ZIP: 46268 8-K 1 v164348_8k.htm
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): October 27, 2009

Republic Airways Holdings Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000-49697
06-1449146
(Commission File Number)
(IRS Employer Identification No.)

8909 Purdue Road
Suite 300
Indianapolis, IN 46268
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 484-6000

None.
(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):

o 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(b)
 
On October 27, 2009, Republic Airways Holdings Inc. (the “Company”) announced that Mark Landesman resigned from the Company’s Board of Directors (the “Board”) effective immediately.
 
(d)
 
On October 27, 2009, the Board elected Neal Cohen and David Siegel to the Board effective immediately.
 
As non-employee directors, Messrs. Cohen and Siegel are each entitled to receive cash compensation and grants of stock options consistent with the compensation programs in effect for non-employee directors of the Company. Following their appointment to the Board, each of Messrs. Cohen and Siegel were automatically granted an option to purchase 10,000 shares of the Company’s common stock pursuant to the Company’s 2007 Equity Incentive Plan and will receive cash compensation of $25,000, annually, and $1,300 for every Board or Board Committee meeting they attend. Mr. Cohen will serve on the Compensation Committee and Executive Committee. Mr. Siegel will serve as the chairman of the Compensation Committee. Mr. Cohen will receive an additional $2,500, annually, for serving on the Executive Committee and $2,500, annually, for serving on the Compensation Committee. Mr. Siegel will also receive an additional $5,000, annually, for serving as Chairman of the Compensation Committee.
 
Item 8.01
Other Events.
 
On October 27, 2009, the Board revised the membership of its various committees as follows:
 
Executive Committee
Bryan K. Bedford (Chair)
Richard P. Schifter
Neal Cohen
 
Compensation Committee
David Siegel (Chair)
Lawrence J. Cohen
Neal Cohen
 
Audit Committee
Mark L. Plaumann (Chair)
Douglas J. Lambert
Lawrence J. Cohen



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.
 


  REPUBLIC AIRWAYS HOLDINGS INC.
       
       
 
By:
 /s/ Robert H. Cooper                                   
   
Name:
Robert H. Cooper
   
Title:
Executive Vice President and
     
Chief Financial Officer

Dated: November 2, 2009

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