Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2009, at the Annual Meeting of Stockholders (the "Annual Meeting") of Horizon Lines, Inc. (the "Company"), the Company's stockholders approved each of the Horizon Lines, Inc. 2009 Incentive Compensation Plan (the "Incentive Plan") and the Horizon Lines, Inc. 2009 Employee Stock Purchase Plan (the "ESPP"). The Company's Board of Directors had previously adopted the Incentive Plan and the ESPP, subject to stockholder approval. A summary description of the terms of the Incentive Plan and the ESPP is set forth in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2009. The Company incorporates by reference the description of the Incentive Plan that appears under the heading "Proposal 2:
Approval of the Horizon Lines, Inc. 2009 Incentive Compensation Plan" from pages 39 to 46 and the description of the ESPP that appears under the heading "Proposal 3: Approval of the Horizon Lines, Inc. 2009 Employee Stock Purchase Plan" from pages 46 to 49. A copy of the Incentive Plan was attached as Appendix A to the definitive proxy statement and a copy of the ESPP was attached as Appendix B, and each is incorporated herein by reference.
The Compensation Committee of the Board of Directors of the Company previously recommended for approval, and on June 2, 2009, the Board of Directors then approved, the award of a performance grant to Charles G. Raymond, the Company's Chief Executive Officer. The performance grant was awarded subject to the approval of the Incentive Plan by the Company's stockholders at the Annual Meeting, which approval was attained at the Annual Meeting. A summary description of the terms of the performance grant is set forth in the Form 8-K filed by the Company on May 20, 2009 (the "Form 8-K"). The Company incorporates by reference the description of the performance grant that appears under Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers on the Form 8-K. A copy of the performance grant was attached as Exhibit 10.1 to the Form 8-K, and is incorporated herein by reference.
The Compensation Committee of the Board of Directors also previously recommended for approval, and on June 2, 2009, the Board of Directors approved, the grant of time-vested restricted stock pursuant to the Incentive Plan to each of the non-employee members of the Company's Board of Directors, in an amount equal to $60,000 based on the closing price per share of the Company's stock on the date of grant, rounded to the nearest whole share.

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