8-K

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):  November 18, 2010

SEACOR Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware	1-12289	13-3542736
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2200 Eller Drive, Fort Lauderdale, Florida	33316
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code	(954) 523-2200
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):

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))

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

(e) By actions taken by the Company’s Board of Directors (the “Board”) on November 18 and November 23, 2010, based upon recommendations from its Compensation Committee, the exercise price of all outstanding vested and unvested options to purchase shares of common stock of the Company (“Common Stock”) granted under the Company’s equity incentive plans will be reduced by $15.00 per share on December 15, 2010, the day after the record date for determining the holders of Common Stock who will be entitled to receive a special dividend in such amount per share (the “Special Dividend”).  In addition, the Board determined that the purchase price per share payable for shares of Common Stock under the Company’s Employee Stock Purchase Plan (“ESPP”) for the current offering period will be reduced by $15.00 per share if the fair market value of the Common Stock on the first day of such period (as reduced by such amount) is less than the fair market value of the Common Stock on the last day of such period.  Furthermore, the Board determined to accelerate the vesting of all shares of restricted stock that are scheduled to vest in 2011 to December 3, 2010 (the “Accelerated Vesting Date”) subject, in the case of each of the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer and other named executive officers, to such person’s agreement that, if such person’s shares of restricted stock would not have otherwise vested on the applicable vesting date in 2011 (including, without limitation, because of the termination of such person’s employment with the Company or any of its subsidiaries), to pay to the Company an amount equal to the closing price of the Common Stock on the Accelerated Vesting Date multiplied by the number of shares of restricted stock with respect to which vesting was accelerated.  The Board determined to adjust the stock option exercise prices and ESSP purchase prices for the current offering period to avoid having the participants be adversely affected by the Special Dividend.  The Board determined to accelerate the vesting of restricted stock that would otherwise vest in 2011 in order to enable the holders thereof, all of whom are entitled to receive the Special Dividend, to be taxed on the amount thereof at the more favorable federal income tax rates accorded to dividends as opposed to ordinary income.

As a result of the acceleration of vesting described above, the following executives will vest in the following numbers of shares of restricted stock on December 3, 2010:

Charles Fabrikant Chairman of the Board	40,500
Orvind Lorentzen President and Chief Executive Officer	12,000
Richard Ryan Senior Vice President and Chief Financial Officer	3,080
Dick Fagerstal Senior Vice President for Finance   and Corporate Development	3,160
John Gellert Senior Vice President	14,800
Paul Robinson Senior Vice President, General Counsel and Secretary	2,660

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Item 8.01  –  Other Events

On November 18, 2010, the Company announced that its Board of Directors declared a special dividend of $15.00 per common share.  The special dividend is payable to shareholders of record on December 14, 2010 and is expected to be paid on December 21, 2010.  A copy of the press release relating thereto that was issued by the Company on November 18, 2010 is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of SEACOR Holdings Inc., dated November 18, 2010

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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.

Date:  November 24, 2010	SEACOR Holdings Inc.
	By:	/s/  Richard Ryan
		Name:	Richard Ryan
		Title:	Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of SEACOR Holdings Inc., dated November 18, 2010

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EX-99.1

EXHIBIT 99.1

PRESS RELEASE

SEACOR HOLDINGS ANNOUNCES

SPECIAL CASH DIVIDEND OF $15.00 PER SHARE

Fort Lauderdale, Florida

November 18, 2010

FOR IMMEDIATE RELEASE — SEACOR Holdings Inc. (NYSE:CKH) today announced that its Board of Directors declared a Special Dividend of $15.00 per common share.  The Special Dividend is payable to shareholders of record on December 14, 2010 and is expected to be paid on December 21, 2010.

“The decision to pay this Special Dividend reflects the Board of Directors’ belief that the Company’s current liquidity position exceeds the immediate and projected needs of the business,” said Charles Fabrikant, executive Chairman of SEACOR.

* * * * *

SEACOR is a global provider of equipment and services primarily supporting the offshore oil and gas and marine transportation industries.   SEACOR offers customers a diversified suite of services including offshore marine, marine transportation, inland river, aviation, environmental, commodity trading and logistics and offshore and harbor towing.  SEACOR is focused on providing highly responsive local service combined with the highest safety standards, innovative technology, modern, efficient equipment and dedicated professional employees.

This release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concerning management's expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: decreased demand and loss of revenues as a result of U.S. government implemented moratoriums directing operators to cease certain drilling activities and any extension of such moratoriums (the “Moratoriums”), weakening demand for the Company’s services as a result of unplanned customer suspensions, cancellations, rate reductions or non-renewals of vessel charters and aviation equipment or failures to finalize commitments to charter vessels and aviation equipment in response to Moratoriums, increased government legislation and regulation of the Company’s businesses could increase cost of operations, increased competition if the Jones Act is repealed, liability, legal fees and costs in connection with providing spill and emergency response services, including the Company’s involvement in response to the oil spill as a result of the sinking of the Deepwater Horizon in April 2010, decreased demand for the Company’s services as a result of declines in the global economy, declines in valuations in the global financial markets and illiquidity in the credit sectors, including, interest rate fluctuations, availability of credit, inflation rates, change i n laws, trade barriers, commodity prices and currency exchange fluctuations, the cyclical nature of the oil and gas industry, loss of U.S. coastwise endorsement for the Seabulk Trader and Seabulk Challenge, retrofitted double-hull tankers, if the Company is unsuccessful in litigation instructing the U.S. Coast Guard to revoke their coastwise charters, activity in foreign countries and changes in foreign political, military and economic conditions, changes in foreign and domestic oil and gas exploration and production activity, safety record requirements related to Offshore Marine Services, Marine Transportation Services and Aviation Services, decreased demand for Marine Transportation Services and Harbor and Offshore Towing Services due to construction of additional refined petroleum product, natural gas or crude oil pipelines or due to decreased demand for refined petroleum products, crude oil or chemical products or a change in existing methods of delivery, compliance with U.S. and foreign government laws and regulations, including environmental laws and regulations, the dependence of Offshore Marine

Services, Marine Transportation Services and Aviation Services on several customers, consolidation of the Company's customer base, the ongoing need to replace aging vessels and aircraft, industry fleet capacity, restrictions imposed by the Shipping Acts and Aviation Acts on the amount of foreign ownership of the Company's Common Stock, operational risks of Offshore Marine Services, Marine Transportation Services, Harbor and Offshore Towing Services and Aviation Services, effects of adverse weather conditions and seasonality, future phase-out of Marine Transportation Services' double-bottom tanker, dependence of spill response revenue on the number and size of spills and upon continuing government regulation in this area and Environmental Services' ability to comply with such regulation and other governmental regulation, changes in National Respo nse Corporation’s Oil Spill Removal Organization classification, liability in connection with providing spill response services, the level of grain export volume, the effect of fuel prices on barge towing costs, variability in freight rates for inland river barges, the effect of international economic and political factors in Inland River Services' operations, sudden and unexpected changes in commodity prices, futures and options, global weather conditions, political instability, changes in currency exchange rates, and product availability in Commodity Trading and Logistics activities, adequacy of insurance coverage, the attraction and retention of qualified personnel by the Company and various other matters and factors, many of which are beyond the Company's control. In addition, these statements constitute the Company's cautionary statements under the Private Securities Litigation Reform Act of 1995. It is not possible to predict or identify all such factors. Consequently, the following should not be considered a complete discussion of all potential risks or uncertainties. The words "estimate," "project," "intend," "believe," "plan" and similar expressions are intended to identify forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. The forward-looking statements in this release should be evaluated together with the many uncertainties that affect the Company's businesses, particularly those mentioned under "Forward-Looking Statements" in Item 7 on the Company's Form 10-K and SEACOR's periodic reporting on Form 10-Q and Form 8-K (if any), which are incorporated by reference.

For additional information, contact Molly Hottinger at (954) 627-5278 or visit SEACOR’s website atwww.seacorholdings.com.