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

(Registrant’s 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 Company’s Amended and Restated Certificate of Incorporation to effect a 1–for–25 reverse stock split of the Company’s common stock. Stockholders also approved the amendment to the Company’s 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 Company’s 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 Company’s Amended and Restated Certificate of Incorporation to Effect a 1–for–25 Reverse Stock Split

 

For     Against     Abstain     Broker Non-Vote  
  40,543,261        6,493,142        135,513        —     

Proposal to Amend the Company’s 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 Company’s 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 Company’s 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