UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 15, 2024, Hawaiian Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) for the following purposes:
| Proposal No. 1 | To elect the nine director nominees described in the Company’s proxy statement for the 2024 Annual Meeting, filed with the Securities and Exchange Commission on April 1, 2024 (the “2024 Proxy Statement”). | |
| Proposal No. 2 | To ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. | |
| Proposal No. 3 | To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the 2024 Proxy Statement. | |
| Proposal No. 4 | To approve, for the purpose of complying with the applicable rules of the Nasdaq Global Select Market (“Nasdaq” and such rules, the “Nasdaq Rules”), including but not limited to Nasdaq Rules 5635(b) and 5635(d), the issuance of shares of the Company’s common stock (“Common Stock”) in excess of 10,281,753 shares of Common Stock (such excess shares of Common Stock, the “Excess Warrant Shares”) upon the exercise of the warrant to purchase shares of Common Stock (the “Warrant”) issued by the Company to Amazon.com NV Investment Holdings LLC (“Warrantholder”). | |
Only stockholders of record at the close of business on March 18, 2024 (the “Record Date”) were entitled to vote at the 2024 Annual Meeting. At the Record Date, 51,848,616 shares of Common Stock and one share each of Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock (collectively, “Special Preferred Stock”) were issued and outstanding. Each share of Common Stock and Special Preferred Stock was entitled to one vote. The Company had no other class of voting securities outstanding and entitled to vote at the meeting. A total of 40,663,565 shares, or 78.42% of the total shares outstanding, were present in person or by proxy at the 2024 Annual Meeting, constituting a quorum of stockholders entitled to vote at the 2024 Annual Meeting for the transaction of business.
RESULTS OF THE STOCKHOLDER VOTE:
Proposal No. 1 - Election of Directors.
| Proposal |
Votes For | Votes Withheld | Broker Non-Votes | Outcome | ||||
| Election of Wendy A. Beck |
26,688,103 | 2,444,818 | 11,530,644 | Elected | ||||
| Election of Earl E. Fry |
26,691,050 | 2,441,871 | 11,530,644 | Elected | ||||
| Election of Lawrence S. Hershfield |
25,148,494 | 3,984,427 | 11,530,644 | Elected | ||||
| Election of C. Jayne Hrdlicka |
24,428,734 | 4,704,187 | 11,530,644 | Elected | ||||
| Election of Peter R. Ingram |
26,774,734 | 2,358,187 | 11,530,644 | Elected | ||||
| Election of Michael E. McNamara |
26,651,349 | 2,481,572 | 11,530,644 | Elected | ||||
| Election of Crystal K. Rose |
25,142,336 | 3,990,585 | 11,530,644 | Elected | ||||
| Election of Craig E. Vosburg |
26,657,881 | 2,475,040 | 11,530,644 | Elected | ||||
| Election of Richard N. Zwern |
23,765,143 | 5,367,778 | 11,530,644 | Elected |
As of the date of the election of directors listed above, the board of directors of the Company is comprised of Wendy A. Beck, Earl E. Fry, Lawrence S. Hershfield, C. Jayne Hrdlicka, Peter R. Ingram, Michael E. McNamara, Crystal K. Rose, Craig E. Vosburg, Richard N. Zwern, Daniel W. Akins, Mark D. Schneider and Duane E. Woerth.
Proposal No. 2 - Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
Outcome | ||||
| 37,992,378 | 720,468 | 1,950,719 | 0 | Approved |
Proposal No. 3 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the 2024 Proxy Statement.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
Outcome | ||||
| 24,148,031 | 2,705,059 | 2,279,831 | 11,530,644 | Approved |
Proposal No. 4 - Approval, for the purpose of complying with the applicable Nasdaq Rules, including but not limited to Nasdaq Rules 5635(b) and 5635(d), of the issuance of the Excess Warrant Shares upon the exercise of the Warrant issued by the Company to Warrantholder.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
Outcome | ||||
| 25,981,648 | 1,120,836 | 2,030,437 | 11,530,644 | Approved |
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.
Dated: May 20, 2024
| HAWAIIAN HOLDINGS, INC. | ||||
| By: | /s/ Aaron J. Alter | |||
|
|
Name: | Aaron J. Alter | ||
|
|
Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | ||
Document and Entity Information |
May 15, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001172222 |
| Document Type | 8-K |
| Document Period End Date | May 15, 2024 |
| Entity Registrant Name | HAWAIIAN HOLDINGS INC |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-31443 |
| Entity Tax Identification Number | 71-0879698 |
| Entity Address, Address Line One | 3375 Koapaka Street |
| Entity Address, Address Line Two | Suite G-350 |
| Entity Address, City or Town | Honolulu |
| Entity Address, State or Province | HI |
| Entity Address, Postal Zip Code | 96819 |
| City Area Code | (808) |
| Local Phone Number | 835-3700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock |
| Trading Symbol | HA |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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