Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) At the 2020 Annual Meeting of Shareholders of Atlas Air Worldwide Holdings, Inc. ("AAWW" or the "Company") held on June 9, 2020, AAWW's shareholders approved an amendment to the Atlas Air Worldwide Holdings, Inc. 2018 Incentive Plan (the "Plan") to increase by 1,037,250 shares the total number of shares of AAWW Common Stock that may be issued pursuant to awards under the Plan. The amendment is described in detail in "Proposal No. 4 - Approval of an Amendment to Our 2018 Incentive Plan" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 8, 2020, which description is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) & (b) On June 9, 2020, the Company held its 2020 Annual Meeting of Shareholders (the "Annual Meeting"). The final results of the shareholder vote on the four proposals brought before the Annual Meeting were as follows:

(1) All nominees for Director were elected to serve until the 2021 Annual Meeting


     of Shareholders 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 Against   Abstentions   Non-Votes
Timothy J. Bernlohr      19,814,175     1,870,985       16,569      2,831,086
Charles F. Bolden, Jr.   21,450,340      223,985        27,040      2,831,086
John W. Dietrich         21,400,843      290,379        10,507      2,831,086
William J. Flynn         21,073,026      608,704        19,999      2,831,086
Bobby J. Griffin         20,271,026     1,403,906       26,794      2,831,086
Carol B. Hallett         20,359,869     1,329,314       12,546      2,831,086
Jane H. Lute             21,136,148      537,921        27,660      2,831,086
Duncan J. McNabb         21,426,195      225,100        14,434      2,831,086
Sheila A. Stamps         21,452,357      223,134        26,238      2,831,086
John K. Wulff            21,115,731      560,975        25,023      2,831,086

(2) The appointment of PricewaterhouseCoopers LLP as the Company's independent


     registered public accounting firm for the fiscal year ending December 31,
     2020 was ratified with the following votes:




Votes For    Votes Against   Abstentions
23,660,913      850,974        20,928

(3) In a non-binding advisory vote on the compensation of the Company's named


     executive officers as disclosed in the proxy statement prepared in connection
     with the Annual Meeting, the Company's shareholders voted as follows:




                                           Broker
Votes For   Votes Against   Abstentions   Non-Votes
6,690,287    14,645,240       366,202     2,831,086

(4) An amendment to the Atlas Air Worldwide Holdings, Inc. 2018 Incentive Plan to


     increase the number of shares of the Company's Common Stock authorized for
     issuance under such Plan by 1,037,250 shares was approved with the following
     votes:




                                            Broker

Votes For Votes Against Abstentions Non-Votes 20,907,718 780,855 13,156 2,831,086

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