EXPLANATORY NOTE

In the Company’s Definitive Proxy Statement (EDGAR type “DEF 14A”) submitted on April 12, 2011, the proxy card in the EDGAR version of the filed Proxy Statement was inadvertently omitted.
 
 
 

 
 

 

 

 
ANNUAL MEETING OF STOCKHOLDERS OF
 
 
 SEACOR Holdings Inc.
 
May 24, 2011
 
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at www.seacorholdingsinvestors.com
 
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
 
Please detach along perforated line and mail in the envelope provided.
 
     n 210304030000000000006
052411
 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS,
"FOR" PROPOSAL 2, "FOR" A VOTE OF 3 YEARS IN PROPOSAL 3, AND "FOR" PROPOSAL 4.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
 
1. TO ELECT TEN DIRECTORS TO SERVE UNTIL THE 2012 ANNUAL MEETING OF STOCKHOLDERS.
2. THE APPROVAL OF THE COMPENSATION PAID BY THE COMPANY TO THE NAMED EXECUTIVE OFFICERS.
FOR
o
AGAINST
o
ABSTAIN
o
 
NOMINEES:
       
o
FOR ALL NOMINEES
o
o
o
Charles Fabrikant
Pierre de Demandolx
Richard Fairbanks
3. THE APPROVAL OF THE FREQUENCY OF A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
1 year
o
2 year
o
3 year
o
4 year
o
o
WITHHOLD AUTHORITY FOR ALL NOMINEES
o
Blaine V. Fogg
       
o
FOR ALL EXCEPT
(See instructions below)
o
o
o
John C. Hadjipateras
Oivind Lorentzen
Andrew R. Morse
4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS SEACOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
FOR
o
 
AGAINST
o
 
ABSTAIN
o
    o
Christopher Regan
         
   
o
o
Steven Webster
Steven J. Wisch
5. To transact such other business as may properly come before the Annual Meeting and any adjournments thereof.
         
 INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:                             
The proxies are authorized to vote, in their discretion, upon any other matters that may properly come before the Annual Meeting or any adjournments thereof.
         
       
This proxy hereby revokes any proxy heretofore given by the undersigned for the Annual Meeting.
         
       
Shares represented by this proxy will be voted in the manner directed. If no direction is made, this proxy will be voted FOR the nominees listed, FOR Item 2, FOR 3 years in Item 3, and FOR Item 4.
         
       
Only holders of record of SEACOR common stock at the close of business on March 28, 2011 will be entitled to notice of and to vote at the Annual Meeting.
         
       
Your vote is very important! Please complete, sign, date and return the enclosed proxy, whether or not you expect to attend the Annual Meeting, so that your shares may be represented at the Annual Meeting if you are unable to attend and vote in person. If you attend the Annual Meeting, you may revoke your proxy and vote your shares in person.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
o  
 
Signature of Stockholder
 
Date:
 
Signature of Stockholder
 
Date:
 
 
 Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.


 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 SEACOR Holdings Inc.
 
Proxy for Annual Meeting of Stockholders
To be held at the offices of Weil, Gotshal & Manges LLP
located at 767 Fifth Avenue, New York, NY 10153
on May 24, 2011 at 9:00 a.m., Eastern time
 
The undersigned having received the Notice of Meeting and Proxy Statement of SEACOR Holdings Inc. (the "Company"), dated April 11, 2011, and Annual Report for the fiscal year ended December 31, 2010, hereby appoints and constitutes Messrs. Charles Fabrikant and Paul Robinson, and each of them, proxies with full power of substitution to vote for the undersigned at the Company's Annual Meeting of Stockholders to be held on May 24, 2011, and at any adjournments thereof (the "Annual Meeting"), as follows:
 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SEACOR Holdings Inc.
IMPORTANT - This proxy must be signed and dated on the reverse side.