SCHEDULE 14A
(RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement [X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SEACOR SMIT INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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SEACOR SMIT Inc.
1370 Avenue of the Americas
25th Floor
New York, New York 10019
May 9, 2003
By Email
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Dr. Martha Carter
Director U.S. Research
Institutional Shareholder Services
2099 Gaither Road, Suite 501
Rockville, Maryland 20850-4045
Re: SEACOR SMIT Inc.
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Dear Dr. Carter:
In connection with the 2003 Annual Meeting of Stockholders
of SEACOR SMIT Inc. (the "Company"), scheduled to occur on May 14, 2003 (the
"SEACOR Annual Meeting"), the Board of Directors of the Company (the "Board")
has proposed adoption of the SEACOR SMIT Inc. 2003 Share Incentive Plan (the
"Plan"). Institutional Shareholder Services, in its Proxy Analysis of matters to
be voted upon at the SEACOR Annual Meeting has recommended, among other things,
that SEACOR stockholders vote against adoption of the Plan because the Plan
contains, in Section 22 thereof ("Section 22"), language expressly permitting
option repricing. For your convenience, Section 22 is attached hereto as Annex
A.
This letter is to confirm that:
1. Without the prior approval of the Company's stockholders, options
issued under the Plan will not be repriced, replaced, or regranted through
cancellation, or by lowering the option exercise price of a previously granted
award, and that,
2. The Plan will be submitted to the SEACOR Board of Directors for
amendment at its next meeting to reflect this clarification and a copy of the
plan as so amended will be sent to ISS.
In connection with these undertakings on my part, please
accept my request that ISS amend its Proxy Analysis to recommend approval by
stockholders of the Plan.
Telephone: 212-307-6633 Facsimile: 212-582-8522
Please do not hesitate to contact our legal counsel, David
Zeltner, of Weil, Gotshal & Manges, LLP (212-310-8360) in the event that you
have any questions or comments.
Sincerely,
/s/ Charles Fabrikant
Charles Fabrikant
Chairman of the Board, President and
Chief Executive Officer
cc: David E. Zeltner, Esq.
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ANNEX A
22. CANCELLATION AND NEW GRANT OF OPTIONS, ETC. The Board of Directors shall
have the authority to effect, at any time and from time to time, with the
consent of the affected optionees, (i) the cancellation of any or all
outstanding Stock Options under the Plan and the grant in substitution therefor
of new Stock Options under the Plan covering the same or different numbers of
shares of Common Stock and having an option exercise price per share which may
be lower or higher than the exercise price per share of the cancelled Stock
Options or (ii) the amendment of the terms of any and all outstanding Stock
Options under the Plan to provide an option exercise price per share which is
higher or lower than the then current exercise price per share of such
outstanding Stock Options.
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