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) FEBRUARY 26, 2007
-----------------------
SEACOR HOLDINGS INC.
------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-12289 13-3542736
------------------------------------------------------------------------
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
(e) Compensatory Arrangements of Certain Officers
On February 26, 2007, after a review of performance and competitive
market data, the Compensation Committee (the "Compensation Committee") of the
Board of Directors (the "Board") of SEACOR Holdings Inc. (the "Company") (i)
increased the annual base salaries of those officers of the Company who will be
the "named executive officers" (as defined by Item 402(a)(3) of Regulation S-K)
for purposes of the Company's proxy statement for the 2007 annual meeting of
stockholders (the "Named Executive Officers"), (ii) awarded cash bonuses to the
Named Executive Officers, (iii) granted stock awards to the Named Executive
Officers, effective March 4, 2007, with a one year vesting period, (iv) granted
stock awards to the Named Executive Officers, effective March 4, 2007, with five
year vesting periods and (v) issued stock option awards to the Named Executive
Officers, effective March 4, 2007, in the respective amounts set forth below.
-----------------------------------------------------------------------------------------------
NAME TITLE ANNUAL BASE BONUS(1) STOCK STOCK OPTION
SALARY AWARDS AWARDS AWARDS
ONE YEAR FIVE (NUMBER
VESTING YEAR OF
(NUMBER VESTING SHARES)(4)
OF (NUMBER
SHARES)(2) OF
SHARES)(3)
-----------------------------------------------------------------------------------------------
Charles Chairman, $700,000 $4,000,000 2,500 37,500 30,000
Fabrikant President and
Chief Executive
Officer
-----------------------------------------------------------------------------------------------
Richard Ryan Senior Vice $335,000 $250,000 500 2,500 10,000
President and
Chief Financial
Officer
-----------------------------------------------------------------------------------------------
John Gellert Senior Vice $365,000 $1,200,000 1,000 12,000 30,000
President
-----------------------------------------------------------------------------------------------
Randall Blank Senior Vice $375,000 $1,144,844 -- 3,045 --
President
-----------------------------------------------------------------------------------------------
Dick Fagerstal Senior Vice $335,000 $250,000 1,000 2,000 10,000
President,
Corporate
Development and
Treasurer
-----------------------------------------------------------------------------------------------
2
Notes:
------
(1) Sixty percent (60%) of the bonus is paid at the time of the award and the
remaining forty percent (40%) is paid in two equal annual installments one and
two years after the date of the grant provided that the employee remains
employed with the Company at the time of payment. Any outstanding balance is
payable upon the death, disability, qualified retirement, termination without
"cause" of the employee, or the occurrence of a "change-in-control" of the
Company.
(2) Shares will vest on March 4, 2008 provided that the employee remains
employed with the Company at the time of vesting. Vesting will also occur upon
the death, disability, qualified retirement, termination without "cause" of the
employee, or the occurrence of a "change-in-control" of the Company.
(3) Shares of Restricted Stock will vest 20% each year over a five year period
beginning March 4, 2008, provided that the employee remains employed with the
Company at the time of vesting. Vesting will also occur upon the death,
disability, qualified retirement, termination without "cause" of the employee,
or the occurrence of a "change-in-control" of the Company.
(4) The exercise price of the Stock Options are determined quarterly beginning
March 4, 2007 and 20% of the options will vest each year over a five year period
beginning March 4, 2008, provided that the employee remains employed with the
Company at the time of vesting. Vesting will also occur upon the death,
disability, qualified retirement, termination without "cause" of the employee,
or the occurrence of a "change-in-control" of the Company.
3
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.
SEACOR HOLDINGS INC.
Date: March 2, 2007 By: /s/ Dick Fagerstal
--------------------------------
Name: Dick Fagerstal
Title: Senior Vice President,
Corporate Development and
Treasurer
4