Form 6-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
(Amendment No. 1)
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities
Exchange Act of 1934
Date of Report: August 13, 2009
Babcock & Brown Air Limited
(Exact Name of registrant as specified in its charter)
West Pier
Dun Laoghaire
County Dublin, Ireland
(Address of principal executive office)
Indicate by check mark whether registrant files or will file annual reports under cover of Form
20-F or Form 40-F:
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether registrant by furnishing the information contained in this Form is
also thereby furnishing the information to the commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934:
Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-__________.
This Amendment No. 1 on Form 6-K/A (this Amendment No. 1) amends the Form 6-K of Babcock & Brown
Air Limited (the Company), which was filed with the Securities and Exchange Commission on August
7, 2009 (the Original Form 6-K). The Company is filing this Amendment No. 1 solely to amend and
restate in its entirety Part II, Item 4 of Exhibit 99.1 as follows:
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual General Meeting of the holders (Shareholders) of the common shares of the Company
held on May 11, 2009, two items were voted upon and approved by the Shareholders:
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1) |
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The election of each of the following directors to hold office until the next Annual
General Meeting of the Company or otherwise pursuant to the Companys bye-laws: |
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Votes in Favor |
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Votes Against |
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Abstentions |
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Erik G. Braathen |
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12,997,352 |
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255,922 |
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26,706 |
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Sean Donlon |
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12,993,742 |
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259,532 |
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26,706 |
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Joseph M. Donovan |
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13,056,353 |
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196,921 |
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26,706 |
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Susan M. Walton |
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13,007,471 |
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244,740 |
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27,769 |
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The election of directors of the Company was determined in accordance with the Companys
bye-laws, which provide that the persons nominated for election as a director receiving the
most votes (up to the number of directors to be elected) shall be elected as directors, not
including the directors to be appointed by the Manager Shares pursuant to the bye-laws.
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2) |
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The appointment of Ernst & Young LLP as the Companys independent auditors and
authorization for the Board of Directors of the Company to determine auditors
remuneration. |
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Votes in Favor |
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Votes Against |
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Abstentions |
13,091,628 |
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142,542 |
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45,810 |
The appointment of auditors and the authorization to the Board of Directors of the Company to
determine the auditors remuneration is an ordinary resolution, approval of which required
the affirmative vote of a majority of the votes cast at the Annual General Meeting.
Other than as described above, this Amendment No. 1 does not, and does not purport to, amend,
update or restate any other information or disclosure included in the Original Form 6-K. Among
other things, forward-looking statements contained in the Original Form 6-K have not been revised
to reflect events, results or developments that occurred or facts that became known to us after the
original filing date, and such forward-looking statements should be read in their historical
context.
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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, thereunto duly authorized.
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Babcock & Brown Air Limited
(Registrant) |
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Date: August 13, 2009 |
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By: |
/s/ Colm Barrington
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Colm Barrington |
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Chief Executive Officer and Director |
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