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| HA > SEC Filings for HA > Form 8-K on 1-Jun-2009 | All Recent SEC Filings |
1-Jun-2009
Change in Directors or Principal Officers, Financial Statements and Exhibi
(d) On May 26, 2009, the Board of Directors of Hawaiian Holdings, Inc. (the "Company") appointed Duane Woerth to the Board of Directors. Mr. Woerth is the designee of the Air Line Pilots Association (the "ALPA"). The ALPA, as the sole holder of record of one share of the Company's Series D Special Preferred Stock, is entitled, under the Company's By-Laws, to nominate one director. Mr. Woerth is not elected by the holders of the Company's common stock (the "Common Stock"). In connection with his appointment to the Board of Directors, Mr. Woerth was granted 7,200 deferred stock units and 5,000 stock options. The deferred stock units vest over a period of three years from the date of grant, and the corresponding number of shares of Common Stock will be delivered within 90 days following the third anniversary of the date of grant. The stock options vest in three equal annual installments beginning on the first anniversary of the date of grant, have a ten-year term, and an exercise price equal to the closing price of the Common Stock on the NASDAQ Stock Market on the date of grant. There are no transactions in which Mr. Woerth has an interest requiring disclosure under Item 404(a) of Regulation S-K.
(e) At the Annual Meeting of Stockholders of the Company held on May 27, 2009, the Company's stockholders approved the Second Amendment to the Company's 2005 Stock Incentive Plan (the "Second Amendment"). The Board of Directors had previously adopted the Second Amendment, subject to stockholder approval, on November 12, 2008.
The Second Amendment (i) eliminates the automatic annual grant of options to
purchase 10,000 shares of Common Stock to non-employee directors (or, in the
case of the Chairman of the Board of Directors, options to purchase 15,000
shares of Common Stock) in favor of discretionary annual grants and
(ii) provides that such discretionary annual grants to non-employee directors
will be administered by the Governance and Nominating Committee of the Board of
Directors.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the complete text of the Second Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
(d) Exhibits.
10.1 Second Amendment to the Hawaiian Holdings, Inc. 2005 Stock Incentive Plan.
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 29, 2009
By: /s/ Peter R. Ingram
Name: Peter R. Ingram
Title: Executive Vice President, Chief Financial
Officer and Treasurer
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