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): December 2, 2011
HORIZON LINES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-32627 | 74-3123672 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4064 Colony Road, Suite 200
Charlotte, North Carolina 28211
(Address of Principal Executive Offices, including Zip Code)
(704) 973-7000
(Registrants 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 (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.
On December 2, 2011, the Company held a special meeting of stockholders (the Special Meeting). At the Special Meeting, stockholders approved the amendment to the Companys Amended and Restated Certificate of Incorporation to effect a 1for25 reverse stock split of the Companys common stock. Stockholders also approved the amendment to the Companys Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 2,500,000,000. However, this amendment will not become effective because stockholders approved the amendment to effect the reverse stock split. In addition, stockholders approved the amendment to the Companys Amended and Restated Certificate of Incorporation to authorize the issuance of warrants in lieu of cash or redemption notes in consideration for Excess Shares to facilitate compliance with the Jones Act. Lastly, stockholders approved s the Restated Certificate of Incorporation to combine into one document all of the provisions of the prior certificate of incorporation, the elimination of certain inapplicable provisions and the amendments approved by stockholders at the Special Meeting.
Set forth below are the final voting results for each of the proposals.
Proposal to amend the Companys Amended and Restated Certificate of Incorporation to Effect a 1for25 Reverse Stock Split
For | Against | Abstain | Broker Non-Vote | |||||||||||
40,543,261 | 6,493,142 | 135,513 | |
Proposal to Amend the Companys Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 100,000,000 to 2,500,000,000
For | Against | Abstain | Broker Non-Vote | |||||||||||
33,227,297 | 2,633,893 | 105,877 | 11,204,839 |
Proposal to Amend the Companys Amended and Restated Certificate of Incorporation to Authorize the Issuance of Warrants in Lieu of Cash or Redemption Notes in Consideration for Excess Shares to Facilitate Compliance with the Jones Act
For | Against | Abstain | Broker Non-Vote | |||||||||||
34,366,494 | 1,367,747 | 232,836 | 11,204,839 |
Proposal to Approve the Companys Restated Certificate of Incorporation
For | Against | Abstain | Broker Non-Vote | |||||||||||
45,836,792 | 1,065,484 | 269,640 | |
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.
HORIZON LINES, INC. | ||||||
Date: December 8, 2011 | By: | /s/ Michael T. Avara | ||||
Name: | Michael T. Avara | |||||
Title: | Executive Vice President and Chief Financial Officer |