---

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

Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

•	Remove all references to, and special rights of, the Company’s Series A Special Preferred Stock (no shares of the Company’s Series A Special Preferred Stock remain outstanding);

•	Permit stockholder meetings to be held by means of remote communication;

•	Update the requirements regarding special meetings of stockholders to be consistent with Delaware law;

•	Permit the Board to set separate record dates for determining the stockholders entitled to notice of a stockholder meeting and the stockholders entitled to vote at such meeting;

•

Enhance the procedural and informational requirements for advance notice of director nominations and other proposals brought before an annual and/or special meeting of the Company’s stockholders, including, without limitation, changing the period during which a stockholder’s notice must be delivered to the Company for an annual meeting from 90 to 120 days prior to the first anniversary of the prior year’s annual meeting (or, in the event that no annual meeting is held in the prior year or if the date of the annual meeting is more than 30 days before or more than 70 days after such one-year anniversary date, the later of the 90th day prior to the annual meeting and the 10th day following the public announcement of such meeting and at the earliest, 120 days before the meeting) to 45 to 75 days prior to the first anniversary of the date on which the Company first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the prior year’s annual meeting (or, in the event that no annual meeting is held in the prior year or if the date of the annual meeting is more than 30 days before or more than 60 days after such one-year anniversary date, the later of the 90th day prior to the annual meeting and the 10th day following the day of the public announcement of such meeting and at the earliest, 120 days before the meeting);

•	Allow Board actions by written consent to become effective at a later date following execution in accordance with Delaware law;

•	Clarify that the Company may indemnify and pre-pay the expenses of non-directors and non-officers;

•	Add electronic transmission as an acceptable form of giving notice;

---

•	Provide that, unless the Company otherwise consents in writing to the selection of an alternative forum, certain types of claims must be litigated exclusively in the Court of Chancery of the State of Delaware (or, if such court lacks jurisdiction, any other state or federal court located in the State of Delaware); and

•	Update the By-Laws as a whole to conform and be consistent with the General Corporation Law of Delaware.

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

Proposal No. 1	To elect six directors from among the nominees described in the 2016 Proxy Statement.

Proposal No. 2	To ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

Proposal No. 3	To approve the 2016 Management Incentive Plan.

Proposal No. 4	To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the 2016 Proxy Statement.

---

3.2	Amended and Restated By-Laws of Hawaiian Holdings, Inc.

10.1	Hawaiian Holdings, Inc. 2016 Management Incentive Plan

---

---

3.2	Amended and Restated By-Laws of Hawaiian Holdings, Inc.

10.1	Hawaiian Holdings, Inc. 2016 Management Incentive Plan