UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 2, 2006
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SEACOR Holdings Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-12289 13-3542736
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
11200 Richmond, Suite 400, Houston, Texas 77082
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (281) 899-4800
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Not Applicable
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(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 (see General Instruction A.2. below):
|_| 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 2, 2006, after a review of performance and competitive market data, the
Compensation Committee (the "Compensation Committee") of the Board of Directors
(the "Board") of SEACOR Holdings Inc. (the "Company") increased the annual base
salaries for two executive officers to the amounts indicated below.
NAME TITLE ANNUAL BASE SALARY
Randall Blank Senior Vice President $375,000
John Gellert Senior Vice President $250,000
On March 2, 2006, after a review of performance and competitive market data, the
Compensation Committee also awarded cash bonuses to the Company's CEO and other
executive officers, in respect of services performed during the fiscal year
ended December 31, 2005 in the respective amounts set forth below.
NAME TITLE AMOUNT OF BONUS (1)
Charles Fabrikant Chairman, President and Chief Executive Officer $2,000,000
Randall Blank Senior Vice President $350,000
Dick Fagerstal Senior Vice President Corp. Development and $175,000
Treasurer
Alice Gran Senior Vice President, General Counsel and $100,000
Secretary
Richard Ryan Senior Vice President and Chief Financial Officer $100,000
John Gellert Senior Vice President $500,000
Matthew Cenac Vice President and Chief Accounting Officer $50,000
Andrew Strachan Vice President (pound)30,000
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(1) Sixty percent (60%) of the bonus is paid at the time of the grant and the
remaining forty percent (40%) is paid in two equal annual installments one
and two years after the date of the grant provided the employee remains
employed with the Company at the time of payment. Any outstanding balance
is payable upon the death, disability, termination without "cause" of the
employee, or the occurrence of a "change-in-control" of the Company.
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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.
SEACOR Holdings Inc.
Date: March 8, 2006 By: /s/ Richard Ryan
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Name: Richard Ryan
Title: Senior Vice President and Chief
Financial Officer
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