(e) At the 2012 Annual Meeting of Stockholders of Atlas Air Worldwide Holdings, Inc. ("AAWW" or the "Company") held on June 1, 2012, AAWW's stockholders approved the material terms of the performance criteria in the Atlas Air Worldwide Holdings, Inc. 2007 Incentive Plan (as amended) (the "Plan") for compliance with Section 162(m) of the Internal Revenue Code of 1986, as amended. This matter is described in greater detail in the Company's Proxy Statement for the 2012 Annual Meeting of Stockholders of AAWW (the "Proxy Statement") filed with the Securities and Exchange Commission on April 23, 2012. The descriptions of the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan filed as Exhibit 10 attached hereto and incorporated herein by reference.

(a) & (b) On June 1, 2012, the Company held its 2012 Annual Meeting of Stockholders (the "Annual Meeting") in New York, New York. The final results of the stockholder vote on the four proposals brought before the Annual Meeting were as follows:

(1) Each of the nominees for Director was an incumbent, and all nominees were elected to serve until the 2013 Annual Meeting of Stockholders or until their successors are elected and qualified. The following table sets forth the voting results with respect to each nominee:

                                                                        Broker
          Nominee                  Votes For       Votes Withheld      Non-Votes
          Robert F. Agnew          24,242,087             315,050       559,465
          Timothy J. Bernlohr      24,247,667             309,470       559,465
          Eugene I. Davis          17,761,806           6,795,331       559,465
          William J. Flynn         24,404,841             152,296       559,465
          James S. Gilmore III     24,399,037             158,100       559,465
          Carol B. Hallett         24,044,563             512,574       559,465
          Frederick McCorkle       23,728,676             828,461       559,465

(2) The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified with the following votes:

                     Votes For     Votes Against      Abstentions

                     24,478,188          637,878             536


(3) The compensation of the Company's Named Executive Officers was approved, on
an advisory basis, with the following votes:


                                                                   Broker
                Votes For     Votes Against      Abstentions      Non-Votes
                16,593,942        7,936,571           26,624       559,465

(4) The material terms of the performance criteria in the Company's 2007 Incentive Plan (as amended) for compliance with Section 162(m) of the Internal Revenue Code of 1986 were approved with the following votes:

                                                                   Broker
                Votes For     Votes Against      Abstentions      Non-Votes
                24,181,157          350,077           25,903       559,465

(d) Exhibits

10 Atlas Air Worldwide Holdings, Inc. 2007 Incentive Plan (as amended)