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AAWW > SEC Filings for AAWW > Form 8-K on 8-May-2014All Recent SEC Filings




Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year,

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 6, 2014 the Board of Directors (the "Board") of Atlas Air Worldwide Holdings, Inc. (the "Company") approved an amendment to Article II, Section 7 of the Company's Bylaws. The amended Bylaws provide for a majority voting standard in uncontested director elections beginning with the Company's Annual Meeting in 2015. The amended Bylaws are effective as of May 6, 2014.

The foregoing summary is qualified in its entirety by the full text of the Bylaws that are attached hereto as Exhibit 3 and are incorporated herein by reference.

Item 8.01 Other Events.

In connection with the adoption of the Bylaw amendment referred to in Item 5.03 above, the Board has adopted an amendment to the Company's Corporate Governance Principles entitled "Policy on Director Elections" also effective May 6, 2014. The "Policy on Director Elections" provides as follows:

"As a condition of nomination, each incumbent Director proposed to be nominated by the Board will deliver to the Secretary of the Company an irrevocable contingent resignation at least fourteen days in advance of the distribution date for proxy solicitation materials for the shareholders meeting at which such Director is expected to be nominated to stand for election. Such resignation will be effective only if (i) such Director fails to receive the requisite majority vote in an uncontested election as provided in the By-Laws and (ii) the Board accepts such resignation within 60 days following the certification of the election results."

Item 9.01 Financial Statements and Exhibits.

Exhibit 3 - Amended and Restated Bylaws of Atlas Air Worldwide Holdings, Inc. as of May 6, 2014

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