8-K

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):

September 18, 2024

HAWAIIAN HOLDINGS INC

(Exact name of registrant as specified in its charter)

Delaware	001-31443	71-0879698
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3375 Koapaka Street, Suite G-350

Honolulu, HI 96819

(Address of principal executive offices, including zip code)

(808) 835-3700

(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))

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	HA	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. ☐

Introductory Note

As previously disclosed, on December 2, 2023, Hawaiian Holdings, Inc., a Delaware corporation (“Hawaiian”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alaska Air Group, Inc., a Delaware corporation (“Alaska”), and Marlin Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Alaska (“Merger Sub”).

On September 18, 2024 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and into Hawaiian (the “Merger”), with Hawaiian surviving as a wholly owned subsidiary of Alaska.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Hawaiian’s Common Stock, par value $0.01 per share (the “Common Stock”), Hawaiian’s Series B Special Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), Hawaiian’s Series C Special Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), and Hawaiian’s Series D Special Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock” and, collectively with the Series B Preferred Stock, and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time, subject to certain customary exceptions specified in the Merger Agreement, was converted into the right to receive $18.00 per Share, payable to the holder in cash, without interest (the “Merger Consideration”). The Common Stock and the Preferred Stock are referred to collectively as the “Shares”.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

On the Closing Date, pursuant to the terms of the Merger Agreement, the Merger was consummated. At the Effective Time, the Shares issued and outstanding immediately prior to the Effective Time, subject to certain customary exceptions specified in the Merger Agreement, were cancelled and converted into the right to receive the Merger Consideration.

Immediately prior to the Effective Time, each outstanding restricted stock unit award granted pursuant to the Hawaiian 2015 Stock Incentive Plan (each, an “RSU”):

• that was unvested as of immediately prior to the Effective Time, was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration with respect to each share of Common Stock subject to such RSU (treating for this purpose any performance-based vesting condition as having been achieved on the terms specified in the award agreement for such award and if not expressly specified in the award agreement for such award, then based on target performance); and

• that was vested (but not settled) as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration with respect to each share of Common Stock subject to such RSU.

In addition, certain long-term incentive awards granted to certain of Hawaiian’s officers in 2022 that were outstanding as of immediately prior to the Effective Time were settled in cash at the same time as the RSUs (with performance-based awards treated in the same manner as performance-based RSUs).

In connection with the Merger, the vested portion of all outstanding warrants to purchase Common Stock was exercised or terminated in exchange for a cash payment equal to the excess of the Merger Consideration over the exercise price of the vested portion of the applicable warrants. At the Effective Time, Hawaiian’s out-of-the-money warrants were cancelled.

The aggregate consideration paid to stockholders and other equity holders of Hawaiian by Alaska was approximately $1.0 billion, without giving effect to related transaction fees and expenses. Alaska funded the Merger with cash on hand.

The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by Hawaiian as Exhibit 2.1 to its Current Report on Form 8-K filed on December 4, 2023, and is incorporated by reference.

Item 3.01 Notice of Delisting.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, Hawaiian notified the Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger and requested that Nasdaq (i) suspend trading of the Common Stock, (ii) withdraw the Common Stock from listing on Nasdaq, and (iii) file with the Securities and Exchange Commission (“SEC”) on Form 25 a notification of delisting and deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to delist the Common Stock from Nasdaq. As a result, trading of the Common Stock on Nasdaq was suspended prior to the opening of Nasdaq on the Closing Date.

Following the effectiveness of the Form 25, Hawaiian intends to file with the SEC a Form 15 requesting the termination of registration of the Common Stock under the Exchange Act and the suspension of reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of the Merger, the Shares issued and outstanding immediately prior to the Effective Time, subject to certain customary exceptions specified in the Merger Agreement, were cancelled and converted into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of the Shares ceased to have any rights as stockholders of Hawaiian, other than the right to receive the Merger Consideration.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and under Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, a change in control of Hawaiian occurred. Following the consummation of the Merger, Hawaiian became a wholly owned subsidiary of Alaska.

Item 5.02 Departure of Directors or Certain Officers.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

As a result of the Merger, at the Effective Time, Wendy Beck, Earl Fry, Lawrence Hershfield, Jayne Hrdlicka, Peter Ingram, Michael McNamara, Crystal Rose, Craig Vosburg and Richard Zwern, each of whom was a director of Hawaiian as of immediately prior to the Effective Time, ceased to be a director of Hawaiian and a member of any committee of Hawaiian’s Board of Directors. Daniel Akins, Mark Schneider and Duane Woerth will continue as members of the Board of Directors of Hawaiian following the Closing Date. In addition, at the Effective Time, Joseph Sprague, Diana Rakow, Andrea Schneider, and Eric Yeaman were appointed as members of Hawaiian’s Board of Directors to serve until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified.

As a result of the Merger, at the Effective Time, Peter Ingram, Aaron Alter and Shannon Okinaka resigned from their positions as officers of Hawaiian. At the Effective Time, Mr. Sprague was appointed to serve as Chief Executive Officer and President of Hawaiian.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

At the Effective Time, the certificate of incorporation and bylaws of Hawaiian were amended and restated in accordance with the terms of the Merger Agreement. The amended and restated certificate of incorporation and the amended and restated bylaws of Hawaiian are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

On the Closing Date, Alaska issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Exhibit
2.1*	Agreement and Plan of Merger, dated as of December 2, 2023, among Alaska Air Group, Inc., Marlin Acquisition Corp. and Hawaiian Holdings, Inc. (filed as Exhibit 2.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on December 4, 2023).
3.1	Amended and Restated Certificate of Incorporation of Hawaiian Holdings, Inc. (effective September 18, 2024).
3.2	Amended and Restated Bylaws of Hawaiian Holdings, Inc. (effective September 18, 2024).
99.1	Press Release, dated September 18, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* All schedules to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Hawaiian hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. Hawaiian may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

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.

	HAWAIIAN HOLDINGS, INC.
Date: September 18, 2024	By:	/s/ Joseph A. Sprague
		Joseph A. Sprague
		Chief Executive Officer and President

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

HAWAIIAN HOLDINGS, INC.

ARTICLE 1

NAME

The name of the corporation is Hawaiian Holdings, Inc. (the “Corporation”).

ARTICLE 2

REGISTERED OFFICE

The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, 19808, and the name of the registered agent at such address is Corporation Service Company.

ARTICLE 3

PURPOSE

The nature of the business or purpose to be conducted by the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE 4

CAPITAL STOCK

Section 4.01 Authorization. The Corporation shall be authorized to issue 1,000 shares of capital stock. All shares shall be shares of Common Stock, par value $0.01 per share.

Section 4.02 Restriction on Ownership by Non-Citizens. At no time shall more than 25% of the voting interest of the Corporation be owned or controlled, directly or indirectly, by persons or entities who are not “citizens of the United States” as such term is defined in Title 49, United States Code, Section 40102 and administrative interpretations thereof issued by the U.S. Department of Transportation or its successor, or as the same may be from time to time amended (“Non-Citizens”). In the event that Non-Citizens shall own (beneficially or of record) or have voting control over any shares of capital stock of the Corporation, the voting rights of such persons or entities shall be automatically suspended to the extent required to ensure that the Corporation is in compliance with applicable provisions of law and regulations relating to the ownership and control of a U.S. air carrier. The bylaws of the Corporation (the “Bylaws”) shall contain provisions to implement this Article 4, Section 4.02, including, without limitation, provisions restricting or prohibiting the transfer of shares of voting stock to Non-Citizens and provisions restricting or removing voting rights as to shares of voting stock owned or controlled by Non-Citizens. Any determination as to ownership, control or citizenship made by the Board of Directors shall be conclusive and binding as between the Corporation and any stockholder for purposes of this Article 4, Section 4.02.

ARTICLE 5

BOARD OF DIRECTORS

Section 5.01 Number of Directors. The Board of Directors shall consist of at least one director, with the exact number of directors to be determined in the manner set forth in the Bylaws. The Chairman of the Board and at least two-thirds of the directors serving on the Board of Directors shall be “citizens of the United States” as such term is defined in Title 49, United States Code, Section 40102 and administrative interpretations thereof issued by the U.S. Department of Transportation or its successor, or as the same may be from time to time amended.

Section 5.02 Written Ballot. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE 6

AMENDING THE BYLAWS

In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized and empowered to adopt, amend and repeal the Bylaws of the Corporation at any regular or special meeting of the Board of Directors or by written consent, subject to the power of the stockholders of the Corporation to adopt, amend or repeal any Bylaws.

ARTICLE 7

AMENDING THE CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time, from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law. All rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE 8

DIRECTOR AND OFFICER LIABILITY

Section 8.01 Elimination of Certain Liability of Directors. To the fullest extent permitted under the DGCL as amended from time to time, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment, repeal, elimination or modification of the foregoing provision shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, repeal, elimination or modification.

Section 8.02 Elimination of Certain Liability of Officers. To the fullest extent permitted under the DGCL as amended from time to time, no officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer. Any amendment, repeal, elimination or modification of the foregoing provision shall not adversely affect any right or protection of an officer of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, repeal, elimination or modification.

ARTICLE 9

INDEMNIFICATION

Section 9.01 Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 9.03 of this Article 9, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of the Corporation.

Section 9.02. Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 9 or otherwise.

Section 9.03 Claims. If a claim for indemnification or advancement of expenses under this Article 9 is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 9.04 Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article 9 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors of the Corporation or otherwise.

Section 9.05 Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

Section 9.06 Amendment or Repeal. Any repeal, elimination or modification of the foregoing provisions of this Article 9 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal, elimination or modification.

Section 9.07 Other Indemnification and Prepayment of Expenses. This Article 9 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE 10

JURISDICTION

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), to the fullest extent permitted by applicable law, be the sole and exclusive forum for: (A) any derivative action or proceeding brought on behalf of the Corporation; (B) any action or proceeding (including any class action) asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, stockholder or agent of the Corporation to the Corporation or the Corporation’s stockholders; (C) any action or proceeding (including any class action) asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the Bylaws of the Corporation (as either may be amended or restated); (D) any action or proceeding (including any class action) to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws of the Corporation; or (E) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article 10.

ARTICLE 11

SECTION 203 NOT APPLICABLE

The Corporation expressly elects not to be governed by Section 203 of the DGCL.

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

HAWAIIAN HOLDINGS, INC.

a Delaware corporation

TABLE OF CONTENTS

		Page
ARTICLE I. OFFICES			1
Section 1.	Principal Office		1
Section 2.	Other Offices		1
ARTICLE II. MEETINGS OF STOCKHOLDERS			1
Section 1.	Annual Meeting		1
Section 2.	Notice of Annual Meeting		1
Section 3.	Voting List		1
Section 4.	Special Meetings		2
Section 5.	Notice of Special Meetings		2
Section 6.	Scope of Business at Special Meeting		2
Section 7.	Quorum		2
Section 8.	Record Date		2
Section 9.	Action at Meetings		3
Section 10.	Voting and Proxies		3
Section 11.	Action by Stockholders Without a Meeting		3
Section 12.	Meeting by Remote Communication		3
Section 13.	Conduct of Meeting		3
ARTICLE III. DIRECTORS			4
Section 1.	Powers		4
Section 2.	Number; Election; Tenure and Qualification		4
Section 3.	Vacancies and Newly Created Directorships		4
Section 4.	Location of Meetings		5
Section 5.	Meeting of Newly Elected Board of Directors		5
Section 6.	Regular Meetings		5
Section 7.	Special Meetings		5
Section 8.	Quorum and Action at Meetings		5
Section 9.	Action Without a Meeting		6
Section 10.	Telephonic Meeting		6
Section 11.	Committees		6
Section 12.	Committee Authority		6
Section 13.	Directors’ Compensation		6
Section 14.	Resignation		6
Section 15.	Removal		6
ARTICLE IV. NOTICES			7
Section 1.	Notice to Stockholders		7
Section 2.	Waiver		7
ARTICLE V. OFFICERS			7
Section 1.	Appointment		7
Section 2.	Election		8
Section 3.	Appointment of Other Agents		8
Section 4.	Compensation		8

TABLE OF CONTENTS

(continued)

		Page
Section 5.	Tenure		8
Section 6.	Chairman of the Board and Vice-Chairman of the Board		8
Section 7.	Chief Executive Officer		8
Section 8.	President		8
Section 9.	Vice-President		9
Section 10.	Secretary		9
Section 11.	Assistant Secretary		9
Section 12.	Treasurer		9
Section 13.	Assistant Treasurer		10
ARTICLE VI. CAPITAL STOCK			10
Section 1.	Certificates		10
Section 2.	Class or Series		10
Section 3.	Signature		11
Section 4.	Lost Certificates		11
Section 5.	Registered Stockholders		11
Section 6.	Foreign Ownership Restrictions		11
ARTICLE VII. GENERAL PROVISIONS			12
Section 1.	Fiscal Year		12
Section 2.	Seal		12
Section 3.	Execution of Corporate Instruments		12
ARTICLE VIII. INDEMNIFICATION			12
Section 1.	Right to Indemnification		12
Section 2.	Indemnification of Others		13
Section 3.	Prepayment of Expenses		13
Section 4.	Claims		13
Section 5.	Non-Exclusivity of Rights		13
Section 6.	Other Sources		13
Section 7.	Amendment or Repeal		14
ARTICLE IX. AMENDMENTS			14

AMENDED AND RESTATED BYLAWS

OF

HAWAIIAN HOLDINGS, INC.

a Delaware corporation

ARTICLE I.

OFFICES

Section 1. Principal Office. The principal office for the transaction of the business of the Corporation shall be at such place as may be established by the Board of Directors (the “Board”). The Board is granted full power and authority to change said principal office from one location to another.

Section 2. Other Offices. The Corporation may also have an office or offices at such other places, either within or without the State of Delaware, as the Board may from time to time designate or the business of the Corporation may require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders for the election of directors shall be held at such place, if any, either within or without the State of Delaware, as shall be designated on an annual basis by the Board and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, if any, either within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Any other proper business may be transacted at the annual meeting.

Section 2. Notice of Annual Meeting. Written notice of the annual meeting stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the General Corporation Law of the State of Delaware or the Certificate of Incorporation of the Corporation (as amended or restated from time to time, the “Certificate of Incorporation”)).

Section 3. Voting List. The Corporation shall prepare, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation.

Section 4. Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by law, may be called at any time by (i) the Chief Executive Officer, (ii) the President, (iii) the Board, (iv) at the written request of two or more directors, or (v) one or more stockholders owning of record, on the date the notice described in Section 5 of this Article II is received by the Secretary of the Corporation, a majority or more of the entire capital stock of the Corporation issued and outstanding and entitled to vote.

Section 5. Notice of Special Meetings. As soon as reasonably practicable after receipt of a request as provided in Section 4 of this Article II, written notice of a special meeting, stating the place, if any, date (which shall be not less than ten nor more than sixty days from the date of the notice) and hour of the special meeting, the means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such special meeting, and the purpose or purposes for which the special meeting is called, shall be given to each stockholder entitled to vote at such special meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided herein or required by law.

Section 6. Scope of Business at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise required by law. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting as provided in Section 5 of this Article II.

Section 8. Record Date. The Board may fix a record date for the determination of the stockholders entitled to notice of or to vote at any stockholders’ meeting and at any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action. The record date shall not be more than sixty nor less than ten days before the date of such meeting, and not more than sixty days prior to any other action. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

2

Section 9. Action at Meetings. When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the shares of stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10. Voting and Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless it is coupled with an interest sufficient in law to support an irrevocable power.

Section 11. Action by Stockholders Without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, in accordance with Section 228 of the General Corporation Law of the State of Delaware.

Section 12. Meeting by Remote Communication. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders not physically present at a meeting of stockholders may, by means of remote communication participate in a meeting of stockholders and be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at such meeting by means of remote communication is a stockholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders a reasonable opportunity to participate in such meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of such meeting substantially concurrently with such proceedings, and (iii) if any stockholder votes or takes other action at such meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 13. Conduct of Meeting. The Chairman of the Board shall preside as Chairman at all meetings of the stockholders. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the Chairman. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the Chairman of the meeting shall have the right and authority to convene and (for any or no reason) to postpone, recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or the Chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons from the meeting); (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted

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proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The Chairman of the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation of any of the rules, regulations or procedures of the meeting, whether adopted by the Board or prescribed by the Chairman of the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if the Chairman should so determine, the Chairman shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. The Chairman shall conduct each such meeting in a businesslike and fair manner, but shall not be obligated to follow any technical, formal, or parliamentary rules or principles of procedure, unless and to the extent determined otherwise by the Board. The Chairman’s rulings on procedural matters shall be conclusive and binding on all stockholders.

ARTICLE III.

DIRECTORS

Section 1. Powers. The business of the Corporation shall be managed by or under the direction of its Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by applicable law or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 2. Number; Election; Tenure and Qualification. Unless otherwise provided in the Certificate of Incorporation, the number of directors which shall constitute the whole Board shall be fixed from time to time by resolution of the Board or by the Stockholders at an annual meeting of the Stockholders (unless the directors are elected by written consent in lieu of an annual meeting as provided in Article II, Section 11). Except as provided in the Certificate of Incorporation or in Section 3 of this Article III, the directors shall be elected at the annual meeting of the stockholders by a plurality vote of the shares entitled to vote and represented in person or by proxy and each director elected shall hold office until his or her successor is elected and qualified or his or her earlier resignation, disqualification, or removal. Directors need not be stockholders.

Section 3. Vacancies and Newly Created Directorships. Unless otherwise provided in the Certificate of Incorporation, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall serve until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

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Section 4. Location of Meetings. The Board of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Meeting of Newly Elected Board of Directors. The first meeting of each newly elected Board shall be held immediately following the annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board; provided that any director who is absent when such a determination is made shall be given notice of such location.

Section 7. Special Meetings.

(a) Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the Chief Executive Officer, or the Secretary or by any two directors.

(b) Special meetings of the Board shall be held upon not less than four days’ written notice if given by first-class U.S. mail or not less than 24 hours’ notice if given personally or by telephone, or sent by facsimile, electronic mail or other electronic transmission addressed to each director to the extent and in the manner permitted by applicable law. Any such notice shall be addressed or delivered to each director at such director’s address as is shown upon the records of the corporation or as may have been given to the corporation by the director for the purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held.

(c) Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic transmission, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient.

Section 8. Quorum and Action at Meetings. At all meetings of the Board, a majority of the directors then in office (provided, however, such number shall not be less than one-third of the total number of directors) shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by law. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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Section 9. Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in accordance with applicable law.

Section 10. Telephonic Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 11. Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall have such name as may be determined from time to time by resolution adopted by the Board.

Section 12. Committee Authority. Subject to the limitations of applicable law, any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.

Section 13. Directors’ Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 14. Resignation. Any director or officer of the Corporation may resign at any time. Each such resignation shall be made in writing or by electronic transmission delivered to the Board, the Chief Executive Officer, the President or the Secretary and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by either the Board, the Chief Executive Officer, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

Section 15. Removal. Unless otherwise restricted by these Bylaws or applicable law, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the outstanding shares of capital stock entitled to vote at an election of directors.

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ARTICLE IV.

NOTICES

Section 1. Notice to Stockholders. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the law or these Bylaws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records of the Corporation. Notice shall be given (i) if mailed, when deposited in the United States mail, postage prepaid, (ii) if delivered by courier service, the earlier of when the notice is received or left at the stockholder’s address, or (iii) if given by electronic mail (as defined in Section 232(d) of the General Corporation Law of the State of Delaware), when directed to such stockholder’s electronic mail address (as defined in Section 232(d)(3) of the General Corporation Law of the State of Delaware) (unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by Section 232(e) of the General Corporation Law of the State of Delaware). A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation. A notice by electronic mail will include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the corporation who is available to assist with accessing such files or information. Any notice to stockholders under any provision of the law or these Bylaws provided by electronic transmission (other than any such notice given by electronic mail) may only be given in a form consented to by such stockholder, and any such notice by electronic transmission shall be deemed to be given as provided by the General Corporation Law of the State of Delaware.

Section 2. Waiver. Whenever any notice is required to be given under the provisions of the law or of these Bylaws, a written waiver thereof, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The written or electronic waiver need not specify the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V.

OFFICERS

Section 1. Appointment. The officers of the Corporation shall be appointed by the Board and shall include a Chief Executive Officer, a President, a Secretary, a Treasurer or Chief Financial Officer and such other officers with such other titles as the Board shall determine. The Board may elect from among its members a Chairman or Chairmen of the Board and a Vice Chairman of the Board. The Board may also choose one or more Vice-Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

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Section 2. Election. The Board at its first meeting after each annual meeting of stockholders shall elect a Chief Executive Officer, a President, a Secretary, a Treasurer or Chief Financial Officer and such other officers with such other titles as the Board shall determine.

Section 3. Appointment of Other Agents. The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

Section 4. Compensation. The salaries of all officers of the Corporation shall be fixed by the Board or a committee thereof. The salaries of agents of the Corporation shall, unless fixed by the Board, be fixed by the Chief Executive Officer, President or any Vice-President of the Corporation.

Section 5. Tenure. The officers of the Corporation shall hold office until their successors are chosen and qualify or until their resignation or removal. Any officer elected or appointed by the Board may be removed at any time by the affirmative vote of a majority of the directors of the Board. Any vacancy occurring in any office of the Corporation shall be filled by the Board.

Section 6. Chairman of the Board and Vice-Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board and of the stockholders at which the Chairman shall be present. The Chairman shall have and may exercise such powers as are, from time to time, assigned to the Chairman by the Board and as may be provided by law. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board and of the stockholders at which the Vice Chairman shall be present. The Vice Chairman shall have and may exercise such powers as are, from time to time, assigned to such person by the Board and as may be provided by law.

Section 7. Chief Executive Officer. The Chief Executive officer shall have general and active management, supervision, direction, and control of the business of the Corporation. He or she shall assist in the management of the Corporation, and in the absence or disability of or upon the delegation by the Chairman of the Board or Vice Chairman of the Board, he or she shall preside at all meetings of stockholders and of the Board. He or she shall report from time to time to the Board all matters within his or her knowledge which the interest of the Corporation may require to be brought to the attention of the Board. The Chief Executive Officer shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation and shall exercise such powers and perform such duties as generally pertain or are necessarily incidental to his or her office and shall have such other powers and perform such other duties as may be specifically assigned to him or her from time to time by the Board.

Section 8. President. Subject to such powers, if any, as may be given by the Board to the Chief Executive Officer, if there is such an officer, the President shall have supervising authority over and may exercise general executive powers concerning all of the operations and business of the Corporation, with the authority from time to time to delegate to other officers such

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executive and other powers and duties as he or she may deem advisable. The President shall also perform such duties as may be specifically assigned to him or her from time to time by the Board or the Chief Executive Officer. If there be no Chairman of the Board, Vice Chairman of the Board, or Chief Executive Officer, or in such persons’ absence, the President shall preside at all meetings of the stockholders and of the Board, unless the Board appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 9. Vice-President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice-President, if any (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties and have such other powers as the Board may from time to time prescribe.

Section 10. Secretary. The Secretary shall attend all meetings of the Board and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board, Chief Executive Officer or President, under whose supervision the Secretary shall be subject. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature.

Section 11. Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

Section 12. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, President or Chief Executive Officer, taking proper vouchers for such disbursements, and shall render to the President, Chief Executive Officer and the Board, at its regular meetings, or when the Board so requires, an account of all such transactions as Treasurer and of the financial condition of the Corporation. If required by the Board, the Treasurer shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the Treasurer’s office and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer that belongs to the Corporation.

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Section 13. Assistant Treasurer. The Assistant Treasurer, or if there be more than one, the Assistant Treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election) shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

ARTICLE VI.

CAPITAL STOCK

Section 1. Certificates. The shares of the Corporation shall be represented by a certificate, unless and until the Board adopts a resolution permitting shares to be uncertificated. Certificates shall be signed by, or in the name of the Corporation by any two authorized officers of the Corporation (it being understood that each of the Chairman of the Board, the Vice-Chairman of the Board, the Chief Executive Officer, the President, a Vice-President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary shall be an authorized officer for such purpose), certifying the number of shares owned by such stockholder in the Corporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be specified.

Section 2. Class or Series. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of the State of Delaware or a statement that the Corporation will furnish without charge, to each stockholder who so requests, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

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Section 3. Signature. Any of or all of the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 4. Lost Certificates. The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

Section 6. Foreign Ownership Restrictions.

(a) The ownership or control of more than 25% of the issued and outstanding shares of capital stock of the Corporation entitled to vote on matters generally referred to the stockholders for a vote by persons who are not “citizens of the United States” as defined in Section 40102(a)(15) of the Transportation Act (49 U.S.C. Section 40101, ET SEQ., (the “Transportation Act”) is prohibited; provided, however, that such percentage shall be deemed to be automatically increased or decreased from time to time to that percentage of ownership which is then permissible by persons who are not “citizens of the United States” under the Transportation Act or under any successor or other law of the United States of America which provides for the regulation of, or is otherwise applicable to, the Corporation or its subsidiaries in their business activities.

(b) A transfer of shares of capital stock of the Corporation to a Foreigner shall not be valid, except between the parties to the transfer, until the transfer shall have been recorded on the Foreign Stock Record of the Corporation as provided in Section 6 of this Article VI. The “Foreign Stock Record” shall mean a record maintained by the Secretary which shall record the date of a transfer to a Foreigner, the parties to the transfer and the number and description of the shares of capital stock transferred to a Foreigner. At no time shall ownership or control of shares representing more than 25% of the Corporation’s capital stock be registered on the Foreign Stock Record. If at any time the Corporation shall determine that shares of capital stock are owned or controlled by Foreigners who are not registered on the Foreign Stock Record, the registration of such shares shall, subject to the limitation in the preceding sentence, be made in chronological order in the Foreign Stock Record, based on the date of the Corporation’s finding of ownership or control of such shares by a Foreigner. If at any time the Corporation shall determine that the number of shares of capital stock purportedly registered on the Foreign Stock Record exceeds 25% of the total number of shares of capital stock, sufficient shares shall be removed from the Foreign

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Stock Record in reverse chronological order so that the number of shares of capital stock registered on the Foreign Stock Record does not exceed 25% of the total number of shares of capital stock. At no time shall shares of capital stock known by the Corporation to be owned or controlled by Foreigners and not registered on the Foreign Stock Record be entitled to vote until so registered. All shares of capital stock known to the Corporation to be owned by Foreigners as of the date of the adoption of this Section 6 of Article VI shall be registered on the Foreign Stock Record. The shares registered on the Foreign Stock Record pursuant to the preceding sentence have chronological priority over any subsequent request for the registration of additional shares of capital stock on the Foreign Stock Record. As used in this Section 6 of Article VI, “Foreigner” means any person who is not a “citizen of the United States” as defined in Section 40102(a)(15) of the Transportation Act.

ARTICLE VII.

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board.

Section 2. Seal. The Board may adopt a corporate seal having inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3. Execution of Corporate Instruments. Any document, including, without limitation, any consent, agreement, certificate or instrument, required by the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. All other contracts, agreements, certificates or instruments to be executed on behalf of the corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law.

ARTICLE VIII.

INDEMNIFICATION

Section 1. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made, or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, unless otherwise required by law or contract or as otherwise provided in Section 4 of this Article VIII, the Corporation shall only be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board.

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Section 2. Indemnification of Others. The Corporation shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any other person who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with any such Proceeding.

Section 3. Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by a Covered Person, and may pay the expenses (including attorneys’ fees) incurred by any other officer, director, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses incurred by a person in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article VIII or otherwise.

Section 4. Claims. If a claim for indemnification or advancement of expenses under this Article VIII is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 5. Non-Exclusivity of Rights. The rights conferred on any Covered Person by this Article VIII shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6. Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

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Section 7. Amendment or Repeal. Any elimination, repeal or amendment of the foregoing provisions of this Article VIII shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such elimination, repeal or amendment.

ARTICLE IX.

AMENDMENTS

Except as otherwise provided in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, by the holders of a majority of the outstanding voting shares or by the Board, when such power is conferred upon the Board by the Certificate of Incorporation. If the power to adopt, amend or repeal Bylaws is conferred upon the Board by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

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EX-99.1

Exhibit 99.1

Sept. 18, 2024

Contact:  

Media Relations 

(206) 304-0008

newsroom@alaskaair.com

Alaska Airlines completes acquisition of Hawaiian Airlines, expanding benefits and choice for travelers

• Enables guests to reach 141 destinations directly, including 29 international markets, and over 1,200 destinations globally through the oneworld Alliance and global partners

• Maintains the distinct brands of Alaska Airlines and Hawaiian Airlines

• Establishes Honolulu as its second largest hub

• Beginning soon, provides HawaiianMiles members and Mileage Plan members with the ability to transfer miles between accounts free of charge

• Beginning soon, enables guests to purchase Hawaiian Airlines flights at alaskaair.com and Alaska Airlines flights on hawaiianairlines.com

SEATTLE and HONOLULU – Alaska Air Group, Inc. (NYSE: ALK) today announced it has completed its acquisition of Hawaiian Holdings, Inc. (NASDAQ: HA), a combination that expands guests’ access to domestic and international destinations, including through the oneworld Alliance and a vast network of global partners, and offers a remarkable guest experience through two strong brands with deep legacies serving local communities.

“This is a historic day for Alaska Airlines as we officially join with Hawaiian Airlines,” said Ben Minicucci, CEO of Alaska Air Group. “Alaska and Hawaiian share tremendous pride in connecting communities with award-winning service, and we look forward to inviting more guests on board to experience what makes both brands unique. Among Alaska, Hawaiian and Horizon Air, we have more than 230 years of history flying guests and serving communities. I know we will build on that legacy and become stronger together – providing the excellent operation guests have come to expect, expanding options to seamlessly travel nearly anywhere in the world, and securing the financial stability and value that inspires investment.”

Alaska Airlines and Hawaiian Airlines now begin the work to secure a single operating certificate with the Federal Aviation Administration (FAA), which will allow the two airlines to operate as a single carrier with an integrated passenger service system. In the interim, the airlines will continue to operate as separate carriers with no immediate changes to operations and will maintain separate websites, reservation systems and loyalty programs until later in the integration process. Guests can book and travel with confidence knowing their trips will occur as planned with the corresponding airline.

As of today, Alaska Air Group’s airlines/subsidiary airlines:

• Fly nearly 1,500 daily flights to 141 destinations including 29 international markets in the Americas, Asia, Australia and the South Pacific. This expanded network feeds the more than 1,200 destinations available through the oneworld Alliance;

• Maintain hubs in Seattle, Honolulu, Los Angeles, San Francisco, Portland, San Diego and Anchorage, with Honolulu becoming the second largest behind Seattle;

• Operate a fleet of 350 aircraft, which includes 2 Boeing 787, 24 Airbus A330, 18 Airbus A321neo, 235 Boeing 737, 19 Boeing 717, 44 Embraer E175, and 8 dedicated freighters (3 Boeing 737-700, 2 Boeing 737-800 and 3 Airbus A330); and

• Employ more than 33,000 people across North America, Asia and the Pacific.

Expanded Benefits for Guests

While nothing significant changes to the guest experience immediately, guests can start experiencing meaningful benefits of this combination very soon. Our complementary domestic, international and cargo networks will expand choice for guests and businesses on the West Coast and throughout the Hawaiian Islands. This will mean more destinations, seamless connectivity across the globe through oneworld partners and the benefits that come with access to the most generous loyalty program in the industry.

As we work through integration processes, guests can expect these benefits to come online in stages. Here’s what you need to know:

Effective today, Sept. 18:

• Your Mileage Plan and HawaiianMiles retain their full value: Your hard-earned miles in both loyalty programs are secure and more valuable than ever.

• Alaska Lounge members get more access: Alaska Lounge members and guests can enjoy Alaska Lounge locations when flying on Hawaiian.

• We’re celebrating Hawaiian Million Milers: Hundreds of flyers have accrued more than one million miles or more flying Hawaiian Airlines. We’re acknowledging our appreciation for their business with new benefits.

More information about these benefits can be found at alaskaair.com.

In the coming weeks:

• You’ll soon be able to transfer miles between Alaska and Hawaiian loyalty accounts to redeem award travel: Within the next week, you’ll be able to seamlessly transfer miles between Mileage Plan and HawaiianMiles at a 1:1 ratio – for no charge. For example, if you have miles in a HawaiianMiles account and you want to redeem for a flight on Alaska or an Alaska global partner, simply transfer the miles to your Mileage Plan account at no charge and book your award travel at alaskaair.com.

• Buy tickets for flights on both airlines on both websites: You’ll be able to buy tickets for most Hawaiian flights on alaskaair.com and buy tickets for Alaska flights on hawaiianairlines.com starting this month. Soon we’ll offer the option to purchase Hawaiian international flights to destinations such as Japan, South Korea and Australia on alaskaair.com.

• We’re introducing a new travel program just for those who live in Hawai‘i: Called Huaka‘i by Hawaiian, meaning voyage, it will include unique discounts and benefits exclusively for Hawai‘i residents. Huaka‘i members will enjoy exclusive benefits when traveling interisland, including 10% off one booking per quarter and a free checked bag. Huaka‘i members who are Hawaiian Airlines World Elite Mastercard cardmembers will receive even more, with 20% off one interisland booking per quarter and their existing credit card benefit of two free checked bags. Plus, members will receive access to exclusive, network-wide deals each month. In the coming weeks, Hawai‘i residents will receive an email with a link to sign up for a free membership.

In the coming months:

• Earn miles on both airlines: You’ll be able to accrue Mileage Plan miles or HawaiianMiles when flying either airline.

• We’ll offer expanded redemption opportunities: In early 2025, you’ll be able to redeem your Mileage Plan miles directly on all Hawaiian flights including international destinations. And you’ll be able to combine Hawaiian flights with Alaska or partner flights when redeeming your miles.

• Match your status across programs: If you’re an elite flyer with Alaska or Hawaiian, you’ll be able to link your accounts to automatically enjoy equivalent status on the other airline. If you have elite-qualifying miles (EQMs) in both programs, your status will be based on the highest tier you qualify for based on your combined EQM total.

Longer term benefits:

• Elite Reciprocity: Mileage Plan and HawaiianMiles elites will enjoy select elite benefits when flying on either airline.

• A single, industry-leading loyalty program across both brands: We’re working on combining the best of Mileage Plan and HawaiianMiles into a new unified loyalty program for our guests. We’ll have more details to share in mid-2025.

Future of the Hawaiian Airlines Brand

Honoring its rich history and deep legacy, Hawaiian Airlines’ iconic brand will continue to welcome and delight guests – on aircraft, in airports and onboard, just like it is today. Maintaining both industry-leading Alaska Airlines and Hawaiian Airlines brands will enable guests to continue experiencing the remarkable service and hospitality, operational excellence and premium products for which both airlines have been consistently recognized.

Substantial Benefits to Employees

Alaska Airlines will uphold its commitments to employees by preserving and growing union-represented jobs in Hawai‘i and providing opportunities for long-term career advancement. Workforce development initiatives from both airlines will be expanded to support future airline careers in Hawai‘i and beyond.

Honolulu will become our second largest hub and a regional headquarters with a strong operations presence and the continuation of pilot, flight attendant and maintenance technician bases.

Unwavering Commitment to Communities

Alaska and Hawaiian both maintain 90+ year legacies providing critical service to communities uniquely reliant upon air travel. This combination only strengthens that connection and investment in local communities. The combined airline will continue to advance regenerative tourism, Hawaiian language, and culture in the Hawaiian Islands by building upon Hawaiian Airlines’ and Alaska Airlines’ existing programs. Our commitments will continue to center on how we can best help build a vibrant future for Hawai‘i.

“In an island state, where all of Hawai‘i’s residents are reliant on passenger and cargo air service for our way of life, a healthy local airline committed to sustaining essential connectivity and travel options is a cornerstone of community resilience,” said Hawai‘i Governor Josh Green, M.D. “I am confident that by the joining of these two airlines, a stronger company will emerge and offer more travel options for Hawai‘i residents and local businesses — and will enhance competition across the U.S. airline industry.”

As an early testament to this commitment, Alaska Airlines established the Hawai‘i Community Advisory Board (HICAB) in January to continue developing Alaska’s understanding of Hawai‘i’s people and culture, and seek feedback and recommendations for how the combined airlines’ business can best serve local communities in Hawai‘i.

We know caring for the communities we serve also includes caring for the natural environment. Driven by this shared commitment to environmental stewardship and building on our successes with local sourcing and phasing out single-use plastics, the combined airline will immediately work to align ambitious sustainability goals in our effort to achieve net zero carbon emissions.

Combined Organization Leadership

Alaska Air Group CEO Ben Minicucci will lead the combined organization. Joe Sprague, previously Alaska’s regional president of Hawai‘i/Pacific and president of Horizon Air, will serve as the chief executive officer of Hawaiian Airlines until the FAA grants a single operating certificate. He will be responsible for leading all aspects of Hawaiian Airlines’ operations.

“We are truly honored to join forces with Hawaiian Airlines and its 95-year history,” said Joe Sprague, CEO of Hawaiian Airlines. “We have much to learn from our new colleagues. I know we will be stronger together as we offer greater access and benefits both to Hawai‘i residents and guests visiting the Islands. Each airline brings incredible history, character, and strengths into this combination, with a shared passion for care of our guests, each other, and our communities.”

Maximizing Shareholder Value

The acquisition builds on Alaska’s long-term strategy and financial objectives by further diversifying our revenue base, expanding growth opportunities, increasing network relevance and positioning the combined organization as a leader in the $8 billion Hawai‘i market.

Our teams have recent integration experience which will be leveraged to deliver at least $235 million in run-rate synergies. We also expect high single-digit accretion to earnings within the first two years and mid-teens return on invested capital (ROIC) by year three.

The combination of these synergies, the long-term value of acquiring another top 25 U.S. hub, and Alaska’s historically strong financial performance positions us well to remain among the top margin producers in the industry. Our focus will remain on disciplined financial management – driven by maintaining one of the industry’s strongest balance sheets, and delivering on our goals for long-term margin, returns and free cash flow.

Additional Details

Hawaiian Airlines’ stock will be de-listed and cease trading on the NASDAQ on Sept. 18. The combined organization will continue to trade under the ticker ALK on the New York Stock Exchange.

Additional details about the transaction, including multimedia assets, are available at news.alaskaair.com.

About Alaska Air Group

Alaska Air Group, Inc. is based in Seattle and comprised of subsidiaries Alaska Airlines, Hawaiian Holdings, Inc., Horizon Air and McGee Air Services. With our recent acquisition of Hawaiian Airlines, we now serve more than 140 destinations throughout North America, Central America, Asia and across the Pacific. We are committed to safety, remarkable customer care, operational excellence, financial performance and sustainability. Alaska Airlines is a member of the oneworld Alliance. With oneworld and our additional global partners, our guests have more choices than ever to purchase, earn or redeem on alaskaair.com across 30 airlines and more than 1,000 worldwide destinations. Book travel throughout the Pacific on Hawaiian Airlines at hawaiianairlines.com. Learn more about Alaska Airlines at news.alaskaair.com and Hawaiian Airlines at newsroom.hawaiianairlines.com/blog. Alaska Air Group is traded on the New York Stock Exchange (NYSE) as “ALK.”

Forward-Looking Statements

This news release contains forward-looking statements subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995, including statements relating to the expected benefits of the combined organization; future performance, products and services of the combined organization; timing of the integration process; receipt of the FAA’s single operating certificate; and the combined organization’s business strategy, goals and sustainability initiatives. These forward-looking statements relate to future events and involve

known and unknown risks and uncertainties that may cause actual outcomes to be materially different from those indicated by our forward-looking statements, assumptions or beliefs. For a comprehensive discussion of potential risk factors, see Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Some of these risks include: possible disruption related to the combined organization and integration processes to Alaska Air Group’s current plans or operations, including through the loss of customers and employees; the diversion of management time and attention from ongoing business operations and opportunities; the response of competitors to the combined organization; uncertainties regarding Alaska Air Group’s ability to successfully integrate the operations of Hawaiian Holdings and Alaska Air Group and the time and cost to do so; the ability to realize anticipated cost savings, synergies or growth in the timeframe expected or at all; legislative, regulatory and economic developments affecting the business of the combined organization; general economic conditions including those associated with pandemic recovery; increases in operating costs including fuel; inability to meet cost reduction, ESG and other strategic goals; seasonal fluctuations in demand and financial results; supply chain risks; events that negatively impact aviation safety and security; and changes in laws and regulations that impact the business. All of the forward-looking statements are qualified in their entirety by reference to the risk factors discussed in our most recent Form 10-K and in our subsequent Securities and Exchange Commission filings. We operate in a continually changing business environment, and new risk factors emerge from time to time. Management cannot predict such new risk factors, nor can it assess the impact, if any, of such new risk factors on our business or events described in any forward-looking statements. We expressly disclaim any obligation to publicly update or revise forward-looking statements made today to conform them to actual results. Over time, our actual results, performance or achievements may differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, assumptions or beliefs and such differences might be significant and materially adverse.

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Document and Entity Information	Sep. 18, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001172222
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Sep. 18, 2024
Entity Registrant Name	HAWAIIAN HOLDINGS INC
Entity Incorporation State Country Code	DE
Entity File Number	001-31443
Entity Tax Identification Number	71-0879698
Entity Address, Address Line One	3375 Koapaka Street
Entity Address, Address Line Two	Suite G-350
Entity Address, City or Town	Honolulu
Entity Address, State or Province	HI
Entity Address, Postal Zip Code	96819
City Area Code	(808)
Local Phone Number	835-3700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	HA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false