LINDBLAD EXPEDITIONS HOLDINGS, INC. (NASDAQ:LIND) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On March 30, 2017, the compensation committee (or, with respect
to certain performance-based compensation opportunities, a
subcommittee thereof (the Subcommittee) to delegated authority)
of the board of directors of Lindblad Expeditions Holdings, Inc.
(the Company) approved, (i) the terms of an employee incentive
plan (the EIP) that will govern annual bonus opportunities for
our key employees, including our named executive officers for
2017, and (ii) awards of restricted stock units (RSUs) and
performance share units (PSUs) to key employees, including our
named executive officers, to our 2015 Long-Term Incentive Plan
(the 2015 LTIP), each as described in more detail below.

Employee Incentive Plan

The EIP is adopted under the 2015 LTIP to govern annual cash
incentive award opportunities for our executive officers and
other key employees. Target award levels under the EIP are based
on a percentage of each participants base salary and cash
incentive awards are earned based on performance against metrics,
which, for 2017, will be based on the Companys Adjusted EBITDA,
Net Yield and Guest Satisfaction. For 2017, target award levels
for our named executive officers were set at the following
maximum levels (as a percentage of base salary) by the
Subcommittee, subject to reduction (but not increase) by the
compensation committee: Mr. Lindblad: 75%; Mr. Felenstein: 75%;
Mr. Rogers: 75%; Mr. Auerbach: 75%; and Mr. Byus: 75%. For 2017,
awards may be earned at a level of up to 150% of the target level
if maximum performance goals are achieved. Final payouts for 2017
will be determined by the compensation committee or the
Subcommittee in early 2018 and will be subject to such
adjustments as the committee or Subcommittee may determine,
subject to applicable limitations under Internal Revenue Code
Section 162(m).

RSUs

The RSUs are time vesting equity incentive awards that will vest
in three equal annual installments following the grant date,
subject to the recipients continued employment or service with
the Company or its subsidiaries on the applicable vesting date.
Upon vesting, each RSU represent the right to receive one share
of our common stock or an equivalent amount of cash. Each RSU is
granted in tandem with a dividend equivalent right, which is
subject to the same vesting schedule as the underlying RSU to
which it relates. For 2017, RSU awards were granted in the
following amounts to our named executive officers, with the
number of shares determined based upon the closing price of our
common stock on March 31, 2017: Mr. Lindblad: $375,000; Mr.
Felenstein: $200,000; Mr. Rogers: $250,000; Mr. Auerbach:
$200,000; and Mr. Byus: $137,500.

PSUs

The PSUs are performance-vesting equity incentive awards that
will be earned based on the Companys performance against metrics
relating to annual Adjusted EBITDA, annual revenue, and guest
satisfaction. Awards will vest after a three year performance
period and may be earned a level ranging from 0%-200% of the
number of shares granted, depending on performance. Each PSU is
granted in tandem with a dividend equivalent right, which is
subject to the same performance vesting terms as the underlying
PSU to which it relates. For 2017, PSU awards were granted in the
following amounts to our named executive officers, with the
number of shares determined based upon the closing price of our
common stock on March 31, 2017: Mr. Lindblad: $375,000; Mr.
Felenstein: $200,000; Mr. Rogers: $225,000; Mr. Auerbach:
$200,000; and Mr. Byus: $137,500.

The foregoing descriptions are qualified in their entirety by
reference to the EIP and the forms of award agreements governing
the RSUs and PSUs, each of which are attached as exhibits hereto.

Item 9.01(d). Financial Statements and Exhibits.

LINDBLAD EXPEDITIONS HOLDINGS, INC. (NASDAQ:LIND) Recent Trading Information

LINDBLAD EXPEDITIONS HOLDINGS, INC. (NASDAQ:LIND) closed its last trading session up +0.02 at 8.98 with 459,846 shares trading hands.