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 2, 2011

HORIZON LINES, INC.

(Exact name of registrant as specified in its Charter)

Delaware	001-32627	74-3123672
(State or Other Jurisdiction of Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4064 Colony Road, Suite 200
Charlotte, North Carolina 28211
(Address of Principal Executive Offices, including Zip Code)

(704) 973-7000
(Registrant’s telephone number, including area code)

N/A
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1

EX-99.1

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

(e) On June 2, 2011, our compensation committee made its annual compensation determinations for the members of our Board of Directors. The Board granted to Stephen Fraser, our interim President and Chief Executive Officer, an award of 49,180 restricted stock units (“RSUs”). Mr. Fraser received the grant of the RSUs in his capacity as a member of the Board of Directors.

Each RSU has an economic value equal to a share of the Company’s Common Stock (excluding the right to receive dividends). The RSUs will vest June 2, 2012, subject to Mr. Fraser’s continued service on the Board through that date. The RSUs are subject to customary terms and conditions which are set forth in the Company’s 2009 Incentive Compensation Plan and in the form of Restricted Stock Unit Award Agreement attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

     Horizon Lines, Inc. (the “Company”) held its Annual Meeting of Shareholders on June 2, 2011. At the meeting, shareholders elected each of the nominees nominated by the Board of Directors to serve a three year term on the Company’s Board of Directors. Shareholders also ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2011. In addition, shareholders approved, on an advisory basis, the Company’s executive compensation program for its named executive officers, as described in the Company’s Proxy Statement. Finally, the shareholders voted, on an advisory basis, by a plurality (the largest number) to approve holding the advisory vote on executive compensation every one year. The Board of Directors will take this voting result into consideration, and the Company will file an amendment to this Form 8-K within the timeframe prescribed under Item 5.07 once the Board makes a final determination as to how frequently the Company will include a shareholder vote on executive compensation in its proxy materials.

Set forth below are the final voting results for each of the proposals.

Election of Director Nominees

Director	For		Withheld		Broker Non-Votes
Thomas P. Storrs		17,234,623		436,640		6,520,680
Bobby J. Griffin		17,240,244		431,019		6,520,680

Proposal to Ratify Appointment of Ernst & Young LLP as Independent Public Accountant

For	Against	Abstain
23,816,668	346,224	29,049

Approval of Company’s Executive Compensation for Named Executive Officers

For	Against	Abstain	Broker Non-Votes
16,593,778	258,641	818,843	6,520,680

Frequency of Advisory Vote on Executive Compensation

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
11,819,666	90,274	4,953,351	807,971	6,520,680

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Form of Restricted Stock Unit
99.1	Press Release, dated June 2, 2011

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.

	HORIZON LINES, INC. (Registrant)
Date: June 8, 2011	By:	/s/ Michael T. Avara
		Michael T. Avara
		Executive Vice President and Chief Financial Officer

Exhibit Index

10.1	Form of Restricted Stock Unit
99.1	Press Release, dated June 2, 2011

EX-10.1

Exhibit 10.1

HORIZON LINES, INC.

Restricted Stock Units Award Agreement

     THIS RESTRICTED STOCK UNITS AWARD AGREEMENT, dated as of this ____ day of June, 2011, between Horizon Lines, Inc., a Delaware corporation (the “Company”) and _____________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2009 Incentive Compensation Plan (the “Plan”). The Plan, as it may be amended from time to time, is incorporated herein by reference. All terms used herein that are defined in the Plan shall have the same meanings given them in the Plan.

     1. Award of Restricted Stock Units. Pursuant to the Plan, on June 2, 2011 the Participant was granted ______ restricted stock units (the “Restricted Stock Units”) subject to the terms and conditions of the Plan and subject further to the restrictions, terms and conditions herein set forth.

     2. Terms and Conditions. The award of Restricted Stock Units hereunder is subject to the following terms and conditions:

          (a) Vesting. Except as provided in paragraph 3 or 5, this award of Restricted Stock Units shall vest on June 2, 2012 (the “Vesting Date”) if the Participant remains in continuous service as a member of the Board to the Vesting Date.

          (b) Payment. Except as provided in paragraph 3, the Participant’s vested Restricted Stock Units shall be paid as soon as administratively practicable (but in any event within thirty (30) days) following the date on which the Participant ceases to perform services as a member of the Board (the “Separation from Service Date”). The amount payable shall be equal to the product of (i) the Restricted Stock Units and (ii) the Fair Market Value of Company Stock on the Separation Date from Service Date, and shall be paid in a single lump sum cash payment.

     3. Death, Disability, or Retirement. The Restricted Stock Units shall become fully vested (if not previously vested) if the Participant dies, is determined by the Board to be Disabled or has a Retirement from the Board (each, an “Special Payment Event”), and shall be paid as soon as administratively practicable (but in any event within thirty (30) days) following the Special Payment Event. The amount payable shall be equal to the product of (i) the Restricted Stock Units and (ii) the Fair Market Value of Company Stock on the date of the Special Payment Event, and shall be paid in a single lump sum cash payment. “Retirement” means, for purposes of this Agreement, the Participant’s cessation of services as a member of the Board after approval by the Board of the Participant’s termination of membership on the Board. Disability shall be determined in accordance with the terms of the Plan.

1

     4. Forfeiture. All Restricted Stock Units that are not vested on the Participant’s Separation from Service Date shall be forfeited and the Participant shall not be entitled to any payment hereunder.

     5. Change of Control. Notwithstanding any other provision of this Agreement to the contrary, the Restricted Stock Units shall become fully vested (if not previously vested) in the event of a Change of Control and shall be payable in accordance with paragraph 2(b) above.

     6. Unforseeable Emergency. Upon written approval of the Board, a Participant may be permitted to receive payment of all or part of his vested Restricted Stock Units if the Board determines that the Participant has suffered an Unforeseeable Emergency. For purposes of this Agreement, “Unforseeable Emergency” means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s beneficiary or a dependent (as defined in Code Section 152 without regard to Code Section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due to casualty (including the need to rebuild a home not otherwise covered by insurance), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The amount distributed may not exceed the amount necessary to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution. A distribution on account of Unforeseeable Emergency may not be made to the extent that such emergency (i) is or may be relieved through reimbursement or compensation by insurance or otherwise, or (ii) by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

     7. Change in Capital Structure. The number of Restricted Stock Units covered by this Agreement shall be proportionately adjusted for any increase or decrease in the number of issued shares of Company Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only on the Company Stock), a stock split-up or any other increase or decrease in the number of such shares effected without receipt of cash or property or labor or services by the Company.

     In the event of a change in the Company Stock as presently constituted, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Company Stock within the meaning of the Plan.

     The award of these Restricted Stock Units pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

     8. No Right to Continued Board Service. This Agreement does not confer upon the Participant any right with respect to continuance of service on the Board.

2

     9. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of North Carolina.

     10. Conflicts. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall govern.

     11. Participant Bound by Plan. Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

     12. Binding Effect. Subject to the limitations stated herein and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees and personal representatives of Participant and the successors of the Company.

     13. Section 409A. It is intended that the Restricted Stock Units granted under this Agreement comply in all respects with the requirements of Code Section 409A and the applicable U.S. Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the “Applicable Regulations”), and this Restricted Stock Unit Agreement shall be interpreted for all purposes in accordance with that intent. In the event that the amounts payable under this Agreement are subject to any taxes, penalties or interest under the Applicable Regulations, the Participant shall be solely liable for the payment of any such taxes, penalties or interest.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and Participant has affixed his signature hereto.

HORIZON LINES, INC.

By:  

PARTICIPANT

[insert director name] 

3

EX-99.1

Exhibit 99.1

PRESS RELEASE

For information contact:
Jim Storey
Director, Investor Relations & Corporate Communications
704.973.7107
jstorey@horizonlines.com

HORIZON LINES ANNOUNCES RESULTS
OF 2011 ANNUAL STOCKHOLDER MEETING

Shareholders Re-elect Two Class III Directors and
Board Names Michael F. Zendan II General Counsel and Secretary

CHARLOTTE, NC, June 2, 2011 — Horizon Lines, Inc. (NYSE: HRZ) announced that shareholders at the company’s annual meeting today re-elected two Class III directors and ratified the appointment of Horizon Lines’ public accounting firm Ernst & Young LLP.

During the annual meeting, shareholders re-elected Class III directors Thomas P. Storrs and Bobby J. Griffin. Mr. Storrs has served as a director for the company since June 2007, and Mr. Griffin has served since June 2010.

Additionally, shareholders ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 25, 2011. Shareholders also provided a non-binding, advisory vote approving the compensation paid to the company’s named executive officers, as well as provided a non-binding, advisory vote recommending that such advisory votes on executive compensation be held every year.

Separately, after the shareholders meeting, the Board of Directors voted to appoint Michael F. Zendan II, 48, to the position of Senior Vice President, General Counsel and Secretary. Mr. Zendan, previously Vice President and Deputy General Counsel, succeeds Robert S. Zuckerman, 67. Mr. Zuckerman, as part of an orderly succession process, will remain with the company in a full-time capacity in the newly created position of Vice President, Law and Government Affairs.

Horizon Lines 1st Quarter 2011

Prior to joining the company in September 2009, Mr. Zendan served for 10 years as Vice President, General Counsel & Secretary at Muzak LLC. Previous to that, Mr. Zendan worked in various legal roles, including Assistant General Counsel, for Coltec Industries Inc., in Charlotte, NC, and West Hartford, CT. Mr. Zendan received his undergraduate degree, With Distinction, from Cornell University and his law degree from the State University of New York at Buffalo, where he graduated Cum Laude. He is a member in good standing of the Connecticut Bar Association since December 1988, the District of Columbia Bar since 1989, and the North Carolina Bar since March 1997.

About Horizon Lines

Horizon Lines, Inc. is the nation’s leading domestic ocean shipping and integrated logistics company. The company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. Horizon Lines, Inc., is based in Charlotte, NC, and trades on the New York Stock Exchange under the ticker symbol HRZ.

# # #

Page 2 of 2