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Section 1: 8-K (CURRENT REPORT)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) May 16, 2017

 

LINDBLAD EXPEDITIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-35898   27-4749725
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

96 Morton Street, 9th Floor, New York, New York   10014
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number including area code: (212) 261-9000

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

 

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

 

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

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Emerging growth company   

 

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

 

 

 

 

 

 

Item 5.02(d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 16, 2017, the Board of Directors (the “Board”) of Lindblad Expeditions Holdings, Inc. (the “Company”) appointed Daniel J. Hanrahan as a Class A director of the Company. In addition, Mr. Hanrahan was appointed as a member of the Audit Committee of the Board.

 

Mr. Hanrahan most recently served as the president, chief executive officer and director of the Regis Corporation (NYSE: RGS), a global leader in beauty salons and cosmetology, from August 2012 to April 2017. Prior to joining Regis Corporation, he served as president and CEO of Celebrity Cruises, a cruise line and division of Royal Caribbean Cruises (NYSE: RCL), from 2007 to 2012. He was promoted to president in 2005 and to CEO in 2007 after management of the sales and marketing division for Royal Caribbean. Prior to joining Royal Caribbean, Mr. Hanrahan served in executive-level positions with Polaroid Corporation and Reebok International Ltd. Mr. Hanrahan currently serves as a Director of Cedar Fair, L.P. (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, since June 2012 and is currently a member of their Audit and Compensation Committees. In 2004, he was named one of the “Top 25 Extraordinary Minds in Hospitality Sales and Marketing” by Hospitality and Sales Marketing Association International.

 

The Board has determined that Mr. Hanrahan is independent under the listing standards of The NASDAQ Capital Market applicable to directors and is also independent under the listing standards of The NASDAQ Capital Market and the rules and regulations of the Securities and Exchange Commission applicable to audit committee members. The Board has also determined that Mr. Hanrahan will qualify as an “audit committee financial expert” as defined under rules and regulations of the Securities and Exchange Commission.

 

As a non-employee director, Mr. Hanrahan will receive the compensation paid to all non-employee directors of the Company. There are no arrangements between Mr. Hanrahan and any other person pursuant to which he was elected to serve as a director, nor are there any transactions in which the Company is a participant in which he has a material interest.

 

Item 7.01 Regulation FD Disclosure

 

On May 19, 2017, the Company issued a press release announcing the appointment of Mr. Hanrahan to the Board, which is attached as Exhibit 99.1. 

 

This Current Report on Form 8-K and the press release attached hereto are being furnished by the Company. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 to Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01(d). Financial Statements and Exhibits.

 

Exhibit 99.1 Press Release of Lindblad Expeditions Holdings, Inc.

 

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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 hereunto duly authorized.

 

 

LINDBLAD EXPEDITIONS HOLDINGS, INC.

(registrant)

     
May 19, 2017 By: /s/ Craig I. Felenstein
    Craig I. Felenstein, Chief Financial Officer

 

 

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Section 2: EX-99.1 (PRESS RELEASE)

Exhibit 99.1

 

LINDBLAD EXPEDITIONS HOLDINGS, INC. APPOINTS NEW INDEPENDENT DIRECTOR

 

New York, NY, May 19, 2017 – Lindblad Expeditions Holdings, Inc. (NASDAQ: LIND), a global provider of expedition cruises and adventure travel experiences, today announced that it has appointed Daniel J. Hanrahan to serve as an independent director of the Company. In addition, Mr. Hanrahan was appointed as a member of the Audit Committee of the Board. 

 

“Dan Hanrahan brings more than 30 years of public company experience to Lindblad’s board of directors, where he has served as both a board member as well as in a wide range of senior operating roles. Having led Celebrity Cruises for 7 years where he was responsible for the repositioning of the brand with their Modern Luxury campaign as well as the development and launch of their Solstice class fleet, Dan brings a wealth of operational knowledge and experience in the cruise industry, and we look forward to adding his voice and expertise to our distinguished board,” said Mark Ein, Chairman of the Board of Lindblad Expeditions.

 

Mr. Hanrahan has served in a variety of marketing, sales, general management, president and chief executive officer roles across the consumer packaged goods, retail, travel, service and hospitality sectors. He most recently served as the president, CEO and director of the Regis Corporation, a global leader in beauty salons and cosmetology, from 2012 to 2017. Prior to joining Regis Corporation, from 2007 to 2012, he was president and CEO of Celebrity Cruises, a cruise line and division of Royal Caribbean Cruises. His distinguished career has also included executive-level positions with Polaroid Corporation and Reebok International Ltd. Since 2012, Mr. Hanrahan currently serves as a Director of Cedar Fair, L.P., a leader in regional amusement parks, water parks and active entertainment, and is a member of their Audit and Compensation Committees. In 2004, he was named one of the “Top 25 Extraordinary Minds in Hospitality Sales and Marketing” by Hospitality and Sales Marketing Association International. He received a Bachelor’s of Business Administration degree from the University of Wisconsin.

 

"We are thrilled to welcome Dan to the Lindblad Expeditions board of directors. Dan comes to us with a deep knowledge of the cruise industry and the hospitality industry at large, and will bring an array of insights and experience that will be extremely instructive as Lindblad continues to grow and expand our operations, "said Sven-Olof Lindblad, President and Chief Executive Officer of Lindblad.

 

“I am delighted to be joining the Lindblad board during this exciting chapter in Lindblad’s rich history. Since leading the first citizen expedition to Antarctica in 1966 the Lindblad name has been synonymous with exploration, innovation and excellence in travel, and with three new ships on the horizon the Company will soon be able to offer these life changing experiences to even more guests each year, in an increasing array of destinations, ”stated Dan Hanrahan.

 

About Lindblad Expeditions Holdings Inc.

 

Lindblad is an expedition travel company that works in partnership with National Geographic to inspire people to explore and care about the planet. The organizations work in tandem to produce innovative marine expedition programs and to promote conservation and sustainable tourism around the world. The partnership’s educationally oriented voyages allow guests to interact with and learn from leading scientists, naturalists and researchers while discovering stunning natural environments, above and below the sea, through state-of-the-art exploration tools. Lindblad’s common stock and warrants trade on The NASDAQ Stock Market under the symbols LIND and LINDW, respectively.

 

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Contact: Patty Disken-Cahill, Lindblad Expeditions, pattydc@expeditions.com, 212-261-9081

 

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