2012 Notice of Soliciting Materials Revised

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )



Filed by the Registrant	ý
Filed by a Party other than the Registrant	¬

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

ý Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

REPUBLIC AIRWAYS HOLDINGS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

ý No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)Title of each class of securities to which transaction applies:

(2)Aggregate number of securities to which transaction applies:


(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)Proposed maximum aggregate value of transaction:

(5)Total fee paid:

¨ Fee paid previously with preliminary materials.


¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

IMPORTANT NOTICE

The enclosed Notice of Internet Availability of Proxy Materials relates to the rescheduled Annual Meeting of Stockholders of Republic Airways Holdings Inc. to be held on September 17, 2013 and the revised definitive proxy statement and form of proxy related thereto. You may have received a similar notice relating to the original meeting date of August 13, 2013 and you may have already voted your shares as provided in that notice. Please be aware that any internet vote made or proxy card returned in connection with the original meeting date will not be valid for the new meeting date.

IN ORDER FOR YOUR SHARES TO BE REPRESENTED AND VOTED AT THE RESCHEDULED ANNUAL MEETING, YOU MUST FOLLOW THE VOTING INSTRUCTIONS IN THE ENCLOSED NOTICE. INTERNET VOTES AND PROXY CARDS WITH RESPECT TO THE AUGUST 13, 2012 MEETING DATE WILL NOT BE CONSIDERED PRESENT OR COUNTED AS VOTING AT THE SEPTEMBER 17, 2013 MEETING.

Your vote is important. Please review the enclosed Notice and the revised proxy statement and form of proxy carefully and assure that your shares are properly voted at the September 17, 2013 meeting.