8-K



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 29, 2016


HAWAIIAN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-31443
 
71-0879698
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

3375 Koapaka Street, Suite G-350
Honolulu, HI 96819
(Address of principal executive offices, including zip code)

(808) 835-3700
(Registrant’s telephone number, including area code)

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:
[ ] 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 29, 2016, Zac S. Hirzel informed Hawaiian Holdings, Inc. (the “Company”) that he will resign as a member of the Company’s Board of Directors (the “Board”), effective March 1, 2016. Mr. Hirzel’s decision did not relate to any disagreement with the Company. A copy of the press release announcing Mr. Hirzel’s resignation is attached hereto as Exhibit 99.1.

As a result of the vacancy created by Mr. Hirzel’s departure, the Board intends to appoint Richard N. Zwern to the Company’s Audit Committee.

Additionally, the Board intends to nominate Earl E. Fry to stand for election to the Board at the 2016 Annual Meeting of Stockholders of the Company (the “Annual Meeting”). Upon election, the Board intends to appoint Mr. Fry to the Audit Committee so that following the Annual Meeting, the Audit Committee will be comprised of Earl E. Fry, Randall L. Jenson and Richard N. Zwern.

Current directors Gregory S. Anderson and Tomoyuki Moriizumi will not stand for re-election as directors of the Company following the Annual Meeting. In light of this, the Board has decreased the authorized size of the Board from eleven (11) members to nine (9), effective as of immediately prior to the Annual Meeting.


Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
99.1
Press Release dated March 1, 2016.






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.

 
 
HAWAIIAN HOLDINGS, INC.
 
Date: March 1, 2016
   By:
/s/ Aaron J. Alter
 
 
Name: Aaron J. Alter
Title: Executive Vice President, Chief Legal Officer and Corporate Secretary
 
 
 


 




EXHIBIT INDEX

99.1
Press Release dated March 1, 2016.



Exhibit


FOR IMMEDIATE RELEASE
March 1, 2016
Contact:
Alison Croyle (808) 835-3886
Alison.Croyle@HawaiianAir.com 


Hirzel Steps Off Hawaiian Holdings, Inc. Board of Directors
 
HONOLULU – Hawaiian Holdings, Inc., the parent company of Hawaiian Airlines, today announced the resignation of Zac Hirzel from the company’s Board of Directors. Hirzel, who has helped guide the company’s unprecedented growth since joining the board in February 2014, will step off the board immediately.

“Zac is a valued colleague and a staunch believer in Hawaiian Airlines’ singular brand and potential for continued growth,” said Larry Hershfield, chairman of the board of Hawaiian Holdings, Inc. “We have appreciated his insights and are grateful for his service to the board.”

“It has been my privilege to be a board member and shareholder at Hawaiian during the past few years,” said Hirzel. “I want to thank both Larry and Mark Dunkerley for their strong leadership and to everyone at Hawaiian for their dedication to the company.”

Hirzel is the president and founder of Hirzel Capital Management, an investment firm headquartered in Dallas.

Current board members who are to be proposed for re-election in May are: Lawrence S. Hershfield, chairman; Mark B. Dunkerley, president and CEO; Randall L. Jenson; Crystal K. Rose; and Richard N. Zwern. The Hawaiian Holdings, Inc. Board of Directors also includes union representatives Duane E. Woerth (Air Line Pilots Association), William S. Swelbar (Association of Flight Attendants) and, effective in May, Joseph Guerrieri, Jr. (International Association of Machinists).
 
About Hawaiian Airlines
Hawaiian® has led all U.S. carriers in on-time performance for each of the past 12 years (2004-2015) as reported by the U.S. Department of Transportation. Consumer surveys by Condé Nast Traveler, Travel + Leisure and Zagat have all ranked Hawaiian the highest of all domestic airlines serving Hawai‘i.

Now in its 87th year of continuous service, Hawaiian is Hawai‘i’s biggest and longest-serving airline, as well as the largest provider of passenger air service from its primary visitor markets on the U.S. Mainland. Hawaiian offers non-stop service to Hawai‘i from more U.S. gateway cities (11) than any other airline, along with service from Japan, South Korea, China, Australia, New Zealand, American Samoa and Tahiti. Hawaiian also provides approximately 160 jet flights daily between the Hawaiian Islands, with a total of more than 200 daily flights system-wide.

Hawaiian Airlines, Inc. is a subsidiary of Hawaiian Holdings, Inc. (NASDAQ: HA). Additional information is available at HawaiianAirlines.com. Follow updates on Twitter about Hawaiian (@HawaiianAir) and its special fare offers (@HawaiianFares), and become a fan on its Facebook page (Hawaiian Airlines).




For media inquiries, please visit Hawaiian Airlines’ online newsroom.

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