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ATLAS AIR WORLDWIDE HOLDINGS, INC.

(AAWW)
  Report
Delayed Nasdaq  -  04:00:01 2023-02-06 pm EST
102.22 USD   +0.06%
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ATLAS AIR WORLDWIDE HOLDINGS INC : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

11/29/2022 | 04:49pm EST

Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously disclosed, on August 4, 2022, Atlas Air Worldwide Holdings, Inc. ("AAWW" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Rand Parent, LLC, a Delaware limited liability company ("Parent") affiliated with certain funds managed by affiliates of Apollo Global Management, Inc., J.F. Lehman & Company, LLC and Hill City Capital LP, and Rand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerCo"), pursuant to which, subject to the terms and conditions thereof, MergerCo will merge with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). On November 29, 2022, the Company held a virtual special meeting of its stockholders (the "Special Meeting") to vote on the proposals identified in the definitive proxy statement filed with the Securities and Exchange Commission on October 19, 2022, which was first mailed to the Company's stockholders on October 24, 2022.

As of the close of business on October 18, 2022, the record date for the Special Meeting, there were 28,383,523 shares of common stock, par value $0.01 per share, of the Company ("Company Common Stock") outstanding and entitled to vote at the Special Meeting. 23,130,829 shares of Company Common Stock, representing approximately 81.49% of all of the issued and outstanding Company Common Stock entitled to vote, were represented at the Special Meeting. The tables below detail the final voting results for each proposal:

1. The proposal to adopt the Merger Agreement (the "Merger Agreement Proposal").

The Company's stockholders approved the Merger Agreement Proposal as follows:



Votes For    Votes Against   Votes Abstained   Broker Non-Votes
22,965,552      20,589           144,688              0


2. The proposal to approve, by advisory (non-binding) vote, the compensation that

    may be paid or become payable to the Company's named executive officers in
    connection with the consummation of the Merger (the "Advisory Compensation
    Proposal"). The Company's stockholders approved, on an advisory (non-binding)
    basis, the Advisory Compensation Proposal as follows:



Votes For    Votes Against   Votes Abstained   Broker Non-Votes
19,487,026     3,362,220         281,583              0



In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were insufficient votes at the Special Meeting to approve the Merger Agreement Proposal (the "Adjournment Proposal"). As there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.

Item 8.01 Other Events.

On November 29, 2022, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit    Description of Exhibit
Number

  99.1       Press Release, dated November 29, 2022
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)



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© Edgar Online, source Glimpses

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