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): ~~November~~January 2931, ~~2022~~2023

Atlas Air Worldwide Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16545	13-4146982
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2000 Westchester Avenue, Purchase, New York		10577
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 914-701-8000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		AAWW		The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

AsThe ~~previously~~information ~~disclosed,~~set onforth ~~August~~in 4,Item ~~2022, Atlas Air Worldwide Holdings, Inc~~7.01 ~~(“AAWW” or~~below ~~the~~is ~~“Company”),~~incorporated ~~entered~~herein ~~into an Agreement and Plan of Merger (the “Merger Agreement”) with Rand Parent, LLC, a Delaware limited liability company (“Parent”) affiliated with certain funds managed~~ by ~~affiliates of Apollo Global Management, Inc~~reference., J.F. Lehman & Company, LLC and Hill City Capital LP, and Rand Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“MergerCo”), pursuant to which, subject to the terms and conditions thereof, MergerCo will merge with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). On November 29, 2022, the Company held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement filed with the Securities and Exchange Commission on October 19, 2022, which was first mailed to the Company’s stockholders on October 24, 2022.

AsItem ~~of the close of business on October 18, 2022, the record date for the Special Meeting, there were 28,383,523 shares of common stock, par value $0~~7.01 ~~per share, of the Company (“Company Common Stock”) outstanding and entitled to vote at the Special Meeting~~. ~~23,130,829 shares~~Regulation ofFD ~~Company Common Stock, representing approximately 81~~Disclosure.~~49% of all of the issued and outstanding Company Common Stock entitled to vote, were represented at the Special Meeting. The tables below detail the final voting results for each proposal:~~

1.As ~~The~~part ~~proposal~~of toa ~~adopt~~potential debt financing transaction in connection with the ~~Merger~~previously ~~Agreement~~announced pending acquisition of Atlas Air Worldwide Holdings, Inc. (“AAWW”, the “~~Merger~~Company”, ~~Agreement~~“we”, “our” ~~Proposal~~or “us”) by an investor group led by funds managed by affiliates of Apollo Global Management, Inc., ~~The~~together with investment affiliates of J.F. Lehman & Company’s, ~~stockholders~~LLC ~~approved~~and Hill City Capital L.P. (the “Merger”), ~~Agreement~~we ~~Proposal~~anticipate asdisclosing ~~follows:~~to prospective lenders the following information which has not yet been publicly reported.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
22,965,552		20,589		144,688		0

Preliminary Estimated Unaudited Financial Results for the Year Ended December 31, 2022

2.Set ~~The~~forth ~~proposal~~below toare ~~approve~~the Company’s selected preliminary estimated unaudited financial results for the year ended December 31, by2022. ~~advisory~~Our ~~(non~~preliminary estimates set forth below are forward-~~binding)~~looking ~~vote,~~statements. The Company’s preliminary estimated unaudited financial results set forth below are not a comprehensive statement of the ~~compensation~~Company’s ~~that~~financial ~~may~~results befor ~~paid~~the oryear ~~become~~ended ~~payable~~December 31, 2022 and remain subject to, among other things, the completion of the Company’s ~~named~~financial ~~executive~~closing ~~officers~~procedures. inTherefore, ~~connection~~any information with respect to or prepared on the ~~consummation~~basis of the ~~Merger~~Company’s (unaudited financial information as of and for the ~~“Advisory~~year ~~Compensation~~ended December ~~Proposal”)~~31, 2022 is a preliminary estimate based upon information available to the Company’s management as of the date hereof and is subject to change. ~~The~~As a result, it is possible that the Company’s ~~stockholders~~actual ~~approved~~results may differ materially from such estimates due to the completion of the Company’s financial closing procedures, onfinal anadjustments ~~advisory~~and ~~(non-binding)~~other ~~basis~~developments that may arise between now and the time the Company finalizes its financial results for the year ended December 31, 2022. The preliminary estimates for the ~~Advisory~~year ~~Compensation~~ended ~~Proposal~~December as31, ~~follows:~~2022 are not necessarily indicative of the results to be achieved in any future period.

Votes For	Votes Against		Votes Abstained	Broker Non-Votes
	For the Year Ended
19,487,026	3,362,220		281,583	0
	December 31, 2022					December 31, 2021
	(Low)			(High)
(dollars in thousands)	(estimated)					(actual)
Operating Revenue	$	4,500,000		$	4,600,000	$	4,030,829
Net income	$	341,000		$	372,000	$	493,317
Adjusted EBITDA	$	880,000		$	920,000	$	1,067,347

InOperating ~~connection~~revenue ~~with~~increased ~~the~~primarily ~~Special~~due ~~Meeting~~to an increase in revenue per block hour, ~~the~~partially ~~Company~~offset ~~also~~by ~~solicited~~a ~~proxies~~reduction ~~with~~in ~~respect~~block hours. Revenue per block hour rose primarily due to ~~the~~higher ~~adjournment~~fuel prices and yields, net of fuel, including the ~~Special~~impact ~~Meeting~~of new and extended long-term contracts and increased cargo flying for the ~~purpose~~U.S. ofmilitary. Block hours decreased primarily due to operational disruptions, ~~soliciting~~including ~~additional~~an ~~proxies~~abnormal ifincrease ~~there~~in COVID-19 cases (which were ~~insufficient~~significantly ~~votes~~higher atfrom ~~the~~late ~~Special~~June ~~Meeting~~through toAugust) ~~approve~~and ~~the~~severe ~~Merger~~weather ~~Agreement~~events, ~~Proposal~~as ~~(the~~well ~~“Adjournment~~as ~~Proposal”).~~a Asreduction ~~there~~in ~~were sufficient~~less ~~votes~~profitable atsmaller ~~the~~gauge ~~time~~CMI service flying and our operation of ~~the~~fewer passenger ~~Special~~flights. The ~~Meeting~~increase toin ~~approve~~COVID-19 ~~the~~cases ~~Merger~~and ~~Agreement~~severe ~~Proposal,~~weather ~~the~~events ~~Adjournment~~also ~~Proposal~~adversely ~~was~~impacted ~~unnecessary~~our crew availability and ~~such~~our ~~proposal~~ability ~~was~~to ~~not~~position ~~submitted~~them due to the ~~stockholders~~widespread ~~for~~and ~~approval~~well-publicized atcancellations ~~the~~of ~~Special~~commercial ~~Meeting~~passenger flights.

~~Item~~Net 8income and Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) decreased, primarily due to increased pilot costs related to our new pilot collective bargaining agreement, higher overtime pay driven by operational disruptions, including an abnormal increase in COVID-19 cases (which were significantly higher from late June through August) and severe weather events, and higher premium pay for pilots operating in certain areas significantly impacted by COVID-19.01 In ~~Other~~addition, ~~Events~~Net income and Adjusted EBITDA were negatively impacted by lower aircraft utilization and higher crew travel costs driven by the operational disruptions noted above, as well as higher commercial passenger airfare rates. The increase in COVID-19 cases and severe weather events also adversely impacted our crew availability and our ability to position them due to the widespread and well-publicized cancellations of commercial passenger flights. Partially offsetting the impact of these items were increased yields, net of fuel, primarily driven by new and extended long-term contracts, increased cargo flying for the U.S military, and lower heavy maintenance expense.

OnAdjusted ~~November~~EBITDA ~~29,~~is ~~2022,~~a ~~the~~non-GAAP ~~Company~~financial ~~issued~~measure, awhich ~~press~~excludes ~~release~~certain ~~announcing~~noncash ~~the~~income ~~results~~and ofexpenses, ~~the~~and ~~stockholder~~items ~~vote~~impacting atyear-over-year ~~the~~comparisons ~~Special~~of ~~Meeting~~our results. AThis ~~copy~~non-GAAP offinancial ~~the~~measure ~~press~~may not be comparable to ~~release~~ similarly istitled ~~attached~~measures ~~hereto~~used asby ~~Exhibit~~other ~~99.1~~companies and should not be considered in isolation or as a substitute for net income, which is ~~incorporated~~the ~~herein~~most bydirectly ~~reference~~comparable measure of performance prepared in accordance with GAAP.

~~Item~~We 9use this non-GAAP financial measure in assessing the performance of our ongoing operations and in planning and forecasting future periods.01 This ~~Financial~~adjusted ~~Statements~~measure provides a more comparable basis to analyze operating results and ~~Exhibits~~earnings and is a measure commonly used by shareholders to measure our performance. In addition, management’s incentive compensation is determined, in part, by using Adjusted EBITDA. We believe that this adjusted measure, when considered together with the corresponding GAAP financial measure and the reconciliation to that measure, provides meaningful supplemental information to assist investors and analysts in understanding our business results and assessing our prospects for future performance.

~~(d)~~The ~~Exhibits~~following table presents a reconciliation to net income, the most comparable GAAP financial measure, to Adjusted EBITDA for the years ended December 31, 2022 and December 31, 2021, respectively.

Exhibit Number	Description of Exhibit
	For the Year Ended
99.1	Press Release, dated November 29, 2022
	December 31, 2022				December 31, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
	(Low)		(High)
(dollars in thousands)	(estimated)				(actual)
Net income	$	341,000	$	372,000	$	493,317
Depreciation and amortization		303,200		303,200		281,209
Income tax expense		101,300		110,300		154,074
Interest expense, net		60,300		60,300		98,453
EBITDA		805,800		845,800		1,027,053
Customer incentive asset amortization (a)		39,800		39,800		44,162
Adjustments to CBA paid time-off benefits (b)		2,200		2,200		29,211
Noncash expenses (c)		-		-		5,361
CARES Act grant income (d)		-		-		(40,944	)
Costs associated with transactions (e)		12,200		12,200		1,012
Special charge (f)		16,200		16,200		-
Other net (g)		3,800		3,800		1,492
Adjusted EBITDA	$	880,000	$	920,000	$	1,067,347

(a)

Represents an adjustment related to the amortization of a customer incentive asset.

(b)

Adjustments to collective bargaining agreement (“CBA”) paid time-off benefits in 2022 and 2021 are related to our new CBA.

(c)

Noncash expenses in 2021 are primarily related to amortization of debt discount on convertible notes.

(d)

CARES Act grant income in 2021 related to income associated with the payroll support program available to cargo air carriers under the CARES Act during the COVID-19 pandemic.

(e)

Costs associated with transactions in 2022 are related to our proposed Merger. Costs associated with transactions in 2021 are related to our integration of an acquired airline.

(f)

Special charge in 2022 represented a charge related to six nonoperational spare CF6-80 engines held for sale to be traded in for newly overhauled engines and relates to two other CF6-80 engines dry leased to a customer.

(g)

Other, net in 2022 primarily related to a loss on the sale of four nonoperational spare CF6-80 engines, partially offset by a gain during the first quarter of 2022 from the sale of six nonoperational spare CF6-80 engines, which were previously classified as assets held for sale and a loss on early extinguishment of debt. Other, net in 2021 primarily related to leadership transaction costs.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, related to AAWW, Parent and the acquisition of AAWW by Parent that are subject to risks, uncertainties and other factors. AAWW intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Those statements are based on management’s beliefs, plans, expectations and assumptions, and on information currently available to management. Generally, the words “will,” “may,” “should,” “could,” “would,” “expect,” “anticipate,” “intend,” “plan,” “continue,” “believe,” “seek,” “project,” “estimate,” and similar expressions used in this communication that do not relate to historical facts are intended to identify forward-looking statements.

Such forward-looking statements speak only as of the date of this communication. They are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the operations and business environments of AAWW and its subsidiaries that may cause the actual results of AAWW or its subsidiaries to be materially different from any future results, express or implied, in such forward-looking statements.

Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the risk that the proposed Merger may not be completed in a timely manner or at all; the possibility that any or all of the various conditions to the consummation of the proposed Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); the possibility that competing offers or acquisition proposals for AAWW will be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require AAWW to pay a termination fee; the effect of the announcement, pendency of the proposed Merger on AAWW’s ability to attract, motivate or retain key executives, pilots and associates, its ability to maintain relationships with its customers, vendors, service providers and others with whom it does business, or its operating results and business generally; risks related to the proposed Merger diverting management’s attention from AAWW’s ongoing business operations; the risk of shareholder litigation in connection with the proposed Merger, including resulting expense or delay; and (i) any other risks discussed in AAWW’s annual report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”) and AAWW’s subsequent quarterly reports on Form 10-Q (the “Quarterly Reports”) filed by AAWW with the SEC, and, in particular, the risk factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report and the Quarterly Reports and (ii) other risk factors identified from time to time in other filings with the SEC. Filings with the SEC are available on the SEC’s website at http://www.sec.gov. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

Other factors and assumptions not identified above may also affect the forward-looking statements, and these other factors and assumptions may also cause actual results to differ materially from those discussed.

AAWW assumes no obligation to update such statements contained in this communication to reflect actual results, changes in assumptions or changes in other factors affecting such estimates other than as required by law and expressly disclaims any obligation to revise or update publicly any forward-looking statement to reflect future events or circumstances.

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.

ATLAS AIR WORLDWIDE HOLDINGS, INC.

By:	/s/ Adam R. Kokas
	Name:	Adam R. Kokas
	Title:	Executive Vice President, General Counsel and Secretary

Date: ~~November~~January 2931, ~~2022~~2023

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