Form 8-K - Current report

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): October 21, 2024

Commission File Number 001-34584

_____________________________

HARBOR DIVERSIFIED, INC.

(Exact name of registrant as specified in its charter)

_____________________________


Delaware						13-3697002
(State of incorporation)						(I.R.S. Employer Identification No.)

W6390 Challenger Drive, Suite 203 Appleton, WI						54914-9120
(Address of principal executive offices)						(Zip Code)

(920) 749-4188

(Registrant’s telephone number, including area code)

(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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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: None.

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

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 o

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 21, 2024, Harbor Diversified, Inc., a Delaware corporation (the “Company”), held its 2024 annual meeting of stockholders (the “Annual Meeting”) virtually via a live webcast. The Company’s stockholders of record as of September 30, 2024 (the “Record Date”) were entitled to attend and vote at the Annual Meeting. On the Record Date, there were 58,534,309 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote at the virtual Annual Meeting. A Notice of Annual Meeting of Stockholders was mailed to all of the Company’s stockholders as of the Record Date on or about October 7, 2024. At the Annual Meeting, 39,651,064 shares of Common Stock, were present virtually or represented by proxy.

The following table sets forth the final results of the voting for the proposal voted upon at the Annual Meeting:

Election of Directors: The election of three directors to serve until the Company’s annual meeting of stockholders to be held in 2025, or until their respective successors are elected and qualified, or until their respective earlier deaths, resignations or removals. The Company’s stockholders elected each of the director nominees by the following votes:


Name of Director	For	Withheld	Broker Non-Votes
Richard A. Bartlett	38,599,163	1,051,901	0
Nolan Bederman	38,599,713	1,051,351	0
Kevin J. Degen	38,518,031	1,133,033	0

Notwithstanding that the Company is currently required to file certain reports and information with the Securities and Exchange Commission pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company does not have a class of securities registered pursuant to Section 12 of the Exchange Act. As a result, the Company is not required to comply with certain disclosure requirements typically applicable to public reporting companies, including the requirement to file proxy statements, information statements, tender offer disclosures, and beneficial ownership filings.

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.


			HARBOR DIVERSIFIED, INC.

Date: October 25, 2024			/s/ Christine R. Deister
			Christine R. Deister
			Chief Executive Officer and Secretary

Cover	Oct. 21, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 21, 2024
Entity File Number	001-34584
Entity Registrant Name	HARBOR DIVERSIFIED, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3697002
Entity Address, Address Line One	W6390 Challenger Drive
Entity Address, Address Line Two	Suite 203
Entity Address, City or Town	Appleton
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	54914-9120
City Area Code	920
Local Phone Number	749-4188
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000899394