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 7, 2012

SEACOR Holdings Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-12289 13-3542736
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
2200 Eller Drive, Fort Lauderdale, Florida   33316
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(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (954) 523-2200

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:

[  ]  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 the 2012 Annual Meeting of Stockholders of SEACOR Holdings Inc. (the “Company”), stockholders voted on proposals to: (i) elect directors to the Company’s Board of Directors (the “Board”), (ii) approve an increase in the number of shares of the Company’s common stock authorized for issuance under the SEACOR Holdings Inc. Amended 2007 Share Incentive Plan, (iii) approve the compensation of executives as disclosed in the proxy statement (a non-binding advisory resolution) and (iv) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

All nominees for election to the Board were elected for a term that will continue until the next annual meeting of stockholders or until the director’s successor has been duly elected and qualified (or the director’s earlier resignation, death or removal).  The proposal to increase the number of shares of the Company’s common stock authorized for issuance under the SEACOR Holdings Inc. Amended 2007 Share Incentive Plan was approved. The proposal to approve the compensation of executives as disclosed in the Company’s proxy statement, through an advisory resolution, was approved. The stockholders’ vote ratified the appointment of the independent registered public accounting firm.

The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company’s independent inspector of election reported the final vote of the stockholders as follows:

Election of Directors

                         
Director Name   Votes For   Votes Withheld   Broker Non-Votes
Charles Fabrikant
    18,521,129       86,960       832,312  
Pierre de Demandolx
    18,522,306       85,783       832,312  
Richard Fairbanks
    18,522,206       85,883       832,312  
Blaine V. Fogg
    17,538,437       1,069,652       832,312  
John C. Hadjipateras
    17,503,876       1,104,213       832,312  
Oivind Lorentzen
    18,545,225       62,864       832,312  
Andrew R. Morse
    18,489,924       118,165       832,312  
R. Christopher Regan
    17,539,322       1,068,767       832,312  
Steven Webster
    11,817,579       6,790,510       832,312  
Steven J. Wisch
    18,563,159       44,930       832,312  

Approval of amendment to the SEACOR Holdings Inc. Amended 2007 Share Incentive Plan

                         
Votes For   Votes Against   Abstain   Broker Non-Votes
13,313,683
    5,273,563       20,843       832,312  

Approval of Compensation of Named Executive Officers
(Non-Binding Advisory Resolution)

                         
Votes For   Votes Against   Abstain   Broker Non-Votes
16,250,595
    1,494,133       863,361       832,312  

Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

                         
Votes For   Votes Against   Abstain   Broker Non-Votes
19,302,352
    121,823       16,226       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.

         
    SEACOR Holdings Inc.
          
June 7, 2012   By:   Paul L. Robinson
       
        Name: Paul L. Robinson
        Title: Senior Vice President, General Counsel and Corporate Secretary