Document



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):

November 15, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                                
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(b)

Resignation of Officer and Director

On November 15, 2017, the Board of Directors (the “Board”) of Hawaiian Holdings, Inc. (the “Company”) and Hawaiian Airlines, Inc., a wholly-owned subsidiary of the Company (“Hawaiian”), received and accepted notification from Mark B. Dunkerley, the President and Chief Executive Officer of the Company and Hawaiian, of his intention to retire and leave the Company and Hawaiian effective March 1, 2018.

(c)

Appointment of Officer and Director

On November 15, 2017, the Board appointed Peter R. Ingram, the current Executive Vice President and Chief Commercial Officer of Hawaiian, to succeed Mr. Dunkerley as President and Chief Executive Officer of the Company and Hawaiian and as a member of the Board, all effective March 1, 2018. The Board also appointed Mr. Ingram to serve on its Executive Committee and Safety Committee, effective upon his appointment to the Board.

Mr. Ingram, 51, has served as the Executive Vice President and Chief Commercial Officer of Hawaiian since October 2011. Previously, Mr. Ingram served as Executive Vice President, Chief Financial Officer and Treasurer of the Company and Hawaiian from November 2005 to October 2011. Mr. Ingram worked at AMR Corporation, the parent company of American Airlines and American Eagle Airlines, for 11 years prior to joining the Company. From 2002 to 2005, he served as Vice President of Finance and Chief Financial Officer for American Eagle Airlines. Prior to that, he spent eight years in finance‑related management positions for American Airlines. Mr. Ingram received a B.A. in Business Administration from the University of Western Ontario (1988) and has an M.B.A. from Duke University (1994).

A press release announcing this succession transition is attached hereto as Exhibit 99.1.

(e)

Compensatory Arrangement with Peter R. Ingram

In connection with Mr. Ingram’s appointment as President and Chief Executive Officer of the Company and Hawaiian, Mr. Ingram’s base salary will increase to $600,000 per year and his target annual bonus percentage will increase to 120%. On November 15, 2017, Mr. Ingram was also granted 40,617 restricted stock units that will vest on March 1, 2021, subject to the achievement of certain performance metrics and Mr. Ingram’s continuous status as a service provider, with pro rata vesting for certain involuntary terminations of employment prior to March 1, 2021.

Mr. Ingram has entered into a new Change in Control and Severance Agreement on the Company’s standard form for senior executives, except that Mr. Ingram’s new Change in Control and Severance Agreement will provide, effective March 1, 2018, for an increased lump sum payment equal to 36 months of his base salary and an increased lump sum payment equal to 300% of his target annual bonus if, within the period beginning three months prior to and ending 18 months following a change in control, his employment with the Company is terminated by the Company for a reason other than cause, death, or disability or he terminates his employment with the Company for good reason, subject to the effectiveness of a release of claims in a form acceptable to the Company.






Compensatory Arrangement with Jonathan D. Snook

Effective March 1, 2018, the base salary of Jonathan D. Snook, the Executive Vice President and Chief Operating Officer of Hawaiian, will increase to $500,000 per year and his target annual bonus percentage will increase to 100%. On November 15, 2017, Mr. Snook was also granted 27,078 restricted stock units that will vest on March 1, 2021, subject to the achievement of certain performance metrics and Mr. Snook’s continuous status as a service provider, with pro rata vesting for certain involuntary terminations of employment prior to March 1, 2021.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 




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: November 16, 2017
By:
/s/ Aaron J. Alter
 
 
 
Name: Aaron J. Alter
Title: Executive Vice President, Chief Legal Officer and Corporate Secretary
 
 
 
 




Exhibit


Exhibit 99.1
NEWS
http://quotemedia.10kwizard.com/cgi/image?quest=1&rid=23&ipage=11898822&doc=3

FOR IMMEDIATE RELEASE
Thursday, November 16, 2017
 
Contact:
Alison Croyle (808) 835-3886
Alison.Croyle@HawaiianAir.com
 
 
 
 
 
Alex Da Silva (808) 835-3712
Alex.DaSilva@HawaiianAir.com


HAWAIIAN AIRLINES ANNOUNCES CEO RETIREMENT
Mark Dunkerley to Transition Leadership to Peter Ingram

HONOLULU – Hawaiian Airlines today announced the planned retirement of Mark Dunkerley, president and chief executive officer, and the selection of Peter Ingram, executive vice president and chief commercial officer, to replace Dunkerley, effective March 1, 2018.

Dunkerley’s departure will end 15 years of leadership during which the company executed a remarkable turnaround to become one of the world’s most successful airlines. During Dunkerley’s tenure, Hawaiian Airlines successfully embarked on a bold Asia-Pacific growth strategy, adding service to Tokyo, Osaka and Sapporo, Japan; Seoul, South Korea; and Bejing, China as well as new routes to Auckland, New Zealand; Sydney and Brisbane, Australia; and New York City.

Since December 2002 Hawaiian has doubled the number of passengers flown annually, to 11 million. Over the same period the company’s gross revenues have increased four-fold, to $2.64 billion and its employee count has doubled, to 6,600. Its share price has risen from a 52-week low of 29 cents in 2003 to a high of $60.90 over the last 52-week period.

“This has been a heart-wrenching decision,” said Dunkerley, who joined Hawaiian in December 2002. “I am so proud to be associated with this company and our employees. Hawaiian Airlines is truly in a class of its own, distinguished by all the employees I am honored to call my colleagues. At the same time, I am excited by the new opportunities ahead of me and I am confident that Peter Ingram and the team will lead the company to further success.”

Chairman of the Board Lawrence Hershfield thanked Dunkerley for turning Hawaiian from a struggling local carrier to a global industry leader and also for ensuring a smooth leadership transition. “Mark’s abilities as an airline chief executive are evident in the phenomenal growth and success of Hawaiian Airlines over the course of his leadership,” said Hershfield. “It is also a measure of his commitment to Hawaiian that in extending his tenure for 14 months he gave the Board time to consider options for his prospective replacement.

Continued Hershfield: “Peter Ingram has been an important part of Hawaiian Airlines’ growth and success for the past 12 years, and we are confident in his deep knowledge of the airline, the industry and the community.”

Ingram joined Hawaiian as chief financial officer in December 2005, six months after its emergence from Chapter 11 Reorganization. In 2011, Ingram became chief commercial officer, overseeing marketing and sales, revenue management and network planning, loyalty programs and cargo during a period of rapid revenue growth for Hawaiian.




“I am humbled by the Board’s confidence in me and excited by the opportunity to lead an incredible team as Hawaiian’s CEO,” said Ingram. “Mark has been an inspirational leader for our company and mentor to me and many others and I will be proud to continue pursuing the strategy for growth and success that we have been following for the last several years.”

    
About Hawaiian Airlines    
Hawaiian®, the world’s most punctual airline as reported by OAG, has led all U.S. carriers in on-time performance for each of the past 13 years (2004-2016) as reported by the U.S. Department of Transportation. Consumer surveys by Condé Nast Traveler and Travel + Leisure have ranked Hawaiian the highest of all domestic airlines serving Hawai‘i.
    
Now in its 89th 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 170 jet flights daily between the Hawaiian Islands, with a total of more than 250 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. For career postings and updates, follow Hawaiian’s LinkedIn page.

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