UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.___)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| 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 ss.240.14a-12
SEACOR HOLDINGS INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
SEACOR Holdings Inc.
2200 Eller Drive
Fort Lauderdale, Florida 33316
May 10, 2007
BY EMAIL
--------
Institutional Shareholder Services, Inc.
2101 Gaither Road, Suite 201
Rockville, Maryland 20850-4045
Attention: Dr. Martha Carter
Managing Director, Corporate Governance
Ms. Kathryn Cohen
Manager, Research Helpdesk and Communications
Dear Dr. Carter and Ms. Cohen:
In connection with the 2007 Annual Meeting of Stockholders of SEACOR
Holdings Inc. (the "Company"), which is scheduled to occur on May 17, 2007, the
Board of Directors of the Company (the "Board") has proposed adoption of the
SEACOR Holdings Inc. 2007 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 provided, in
Section 5(a) thereof, that the maximum number of shares of common stock that may
be delivered to participants under the Plan, subject to certain adjustments, was
an aggregate of 1,750,000.
This letter is to confirm that the Board has amended Section 5(a) of
the Plan to provide that the maximum number of shares of common stock that may
be delivered to participants under the Plan, subject to certain adjustments, is
an aggregate of 1,000,000. Section 5(a) of the Plan, as amended, is attached
hereto as Annex A. No other changes were made to the Plan.
Please accept my request that ISS amend its Proxy Analysis to
recommend approval by stockholders of the Plan.
Sincerely,
/s/ Alice Gran
Alice Gran
Senior Vice President,
General Counsel & Secretary
cc: David E. Zeltner, Esq.
ANNEX A
5. COMMON STOCK AVAILABLE UNDER THE PLAN
(a) Subject to the provisions of this Section 5 and any adjustments
made in accordance with Section 13 hereof, the maximum number of shares of
Common Stock that may be delivered to participants (including permitted
assignees) and their beneficiaries under this Plan shall be 1,000,000 shares of
Common Stock (subject to adjustments made in accordance with Section 13 hereof),
which may be authorized and unissued or treasury shares.