-----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, JrT2hg2joatcd1xX4CXyuMPT4mQffbtG6uX91GwN4fKax6yhxMV7wZGZOZ4DhWGH VXt+pImtEMyBWRj4LHnVNg== 0000909518-06-000263.txt : 20060308 0000909518-06-000263.hdr.sgml : 20060308 20060308172048 ACCESSION NUMBER: 0000909518-06-000263 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060302 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060308 DATE AS OF CHANGE: 20060308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEACOR HOLDINGS INC /NEW/ CENTRAL INDEX KEY: 0000859598 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 133542736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12289 FILM NUMBER: 06674034 BUSINESS ADDRESS: STREET 1: 11200 RICHMOND AVENUE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77082 BUSINESS PHONE: 2818994800 MAIL ADDRESS: STREET 1: 11200 RICHMOND AVENUE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77082 FORMER COMPANY: FORMER CONFORMED NAME: SEACOR SMIT INC DATE OF NAME CHANGE: 19970515 FORMER COMPANY: FORMER CONFORMED NAME: SEACOR HOLDINGS INC DATE OF NAME CHANGE: 19950327 FORMER COMPANY: FORMER CONFORMED NAME: SEACORE HOLDINGS INC DATE OF NAME CHANGE: 19950313 8-K 1 jd3-8_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) March 2, 2006 ----------------------------- SEACOR Holdings Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 1-12289 13-3542736 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 11200 Richmond, Suite 400, Houston, Texas 77082 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (281) 899-4800 ---------------------------- 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 (see General Instruction A.2. below): |_| 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On March 2, 2006, after a review of performance and competitive market data, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of SEACOR Holdings Inc. (the "Company") increased the annual base salaries for two executive officers to the amounts indicated below. NAME TITLE ANNUAL BASE SALARY Randall Blank Senior Vice President $375,000 John Gellert Senior Vice President $250,000 On March 2, 2006, after a review of performance and competitive market data, the Compensation Committee also awarded cash bonuses to the Company's CEO and other executive officers, in respect of services performed during the fiscal year ended December 31, 2005 in the respective amounts set forth below. NAME TITLE AMOUNT OF BONUS (1) Charles Fabrikant Chairman, President and Chief Executive Officer $2,000,000 Randall Blank Senior Vice President $350,000 Dick Fagerstal Senior Vice President Corp. Development and $175,000 Treasurer Alice Gran Senior Vice President, General Counsel and $100,000 Secretary Richard Ryan Senior Vice President and Chief Financial Officer $100,000 John Gellert Senior Vice President $500,000 Matthew Cenac Vice President and Chief Accounting Officer $50,000 Andrew Strachan Vice President (pound)30,000
__________________ (1) Sixty percent (60%) of the bonus is paid at the time of the grant and the remaining forty percent (40%) is paid in two equal annual installments one and two years after the date of the grant provided the employee remains employed with the Company at the time of payment. Any outstanding balance is payable upon the death, disability, termination without "cause" of the employee, or the occurrence of a "change-in-control" of the Company. 2 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. SEACOR Holdings Inc. Date: March 8, 2006 By: /s/ Richard Ryan -------------------------------- Name: Richard Ryan Title: Senior Vice President and Chief Financial Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----