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): December 16, 2013



Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)



Delaware

(State or other jurisdiction of incorporation)



000-49697 06-1449146

(Commission File Number) (IRS Employer Identification No.)



8909 Purdue Road

Suite 300

Indianapolis, IN 46268

(Address of principal executive offices) (Zip Code)













Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



On December 16, 2013, Richard P. Schifter resigned from his position as a director and the lead independent director on the Board of Directors of Republic Airways Holdings Inc. (the "Company&quot. As previously reported on the Company’s Form 8-K filed on June 11, 2013, Mr. Schifter had notified the Company of his intention to resign from his position on the Board of Directors of the Company following consummation of the merger of US Airways Group Inc. and AMR Corp.

On December 16, 2013, the independent members of the Board of Directors of the Company unanimously elected Mr. Neal Cohen as lead independent director.

The Board of Directors also unanimously elected Daniel P. Garton as a director of the Company effective January 3, 2014. Mr. Garton, age 56, is the President and Chief Executive Officer of American Eagle Airlines. Mr. Garton will receive compensation for his service as a non-employee director of the Company pursuant to the Company's compensation program for non-employee directors.

















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.









REPUBLIC AIRWAYS HOLDINGS INC.

By: /s/ Timothy P. Dooley

Name: Timothy P. Dooley

Title:

Executive Vice President and Chief Financial Officer





Dated: December 20, 2013