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): June 2, 2011

Republic Airways Holdings Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
 
000-49697 06-1449146
(Commission File Number) (IRS Employer Identification No.)

8909 Purdue Road
Suite 300
Indianapolis, IN 46268
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 484-6000

None.
(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 5.07    Submission of Matters to a Vote of Security Holders.

At Republic Airways Holdings Inc.’s Annual Meeting of Stockholders held on June 2, 2011, four proposals were voted upon by the Company’s stockholders. A description of the proposals and a tabulation of the votes follows:
 
1.           To elect seven directors to hold office until the 2012 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified.  All seven nominees were elected:
 
 
Name
 
 
For Nominee
 
Authority Withheld
From Nominee
 
Broker Non-Votes
Bryan K. Bedford
 
30,001,425
 
917,176
 
0
Lawrence J. Cohen
 
29,921,952
 
996,649
 
0
Neal S. Cohen
 
30,040,772
 
877,829
 
0
Douglas J. Lambert
 
30,162,688
 
755,913
 
0
Mark L. Plaumann
 
30,219,955
 
698,646
 
0
Richard P. Schifter
 
30,281,528
 
637,073
 
0
David N. Siegel
 
30,039,873
 
878,728
 
0

2.           The advisory (nonbinding) vote to approve named executive officer compensation:
 
 
For
 
 
Against
 
 
Abstain
 
Broker Non-Votes
30,151,052
 
709,223
 
58,326
 
10,357,285

3.           Advisory (nonbinding) vote on the frequency of an advisory stockholder vote to approve named executive officer compensation:

1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
28,847,856
39,642
1,988,343
42,760
10,357,285

4.           To ratify the appointment of Deloitte & Touche LLP as independent registered public accountants for the Company for the year ending December 31, 2011:
 
 
For
 
 
Against
 
 
Abstain
 
Broker Non-Votes
40,264,694
 
955,097
 
56,095
 
0
 
 
 

 
 
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.
 
  REPUBLIC AIRWAYS HOLDINGS INC.  
       
 
By:
/s/ Timothy P. Dooley
 
    Name:  Timothy P. Dooley  
   
Title:    Senior Vice President, Chief Financial
             Officer, Treasurer and Secretary
 
 
Dated: June 6, 2011