Diamond S Shipping Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 13, 2021, Diamond S Shipping Inc., a Marshall Islands corporation (the “Company” or “Diamond S”), held a virtual special meeting of shareholders (the “Special Meeting”) to consider and vote the following proposals: (1) a proposal to approve the Agreement and Plan of Merger, dated as of March 30, 2021 (the “Merger Agreement”), entered into by and between International Seaways, Inc. (“Seaways”), Dispatch Transaction Sub, Inc. (“Merger Sub”) and the Company (the “Diamond S Merger Proposal”); (2) a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to the Company’s named executive officers in connection with the merger contemplated by the Merger Agreement (the “Diamond S Merger-Related Compensation Proposal”) and (3) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Diamond S special meeting to approve the Diamond S Merger Proposal (the “Adjournment Proposal”, together with the Diamond S Merger Proposal and the Diamond S Merger-Related Compensation Proposal, the “Proposals”).
Prior to the Special Meeting, the Company delivered a joint proxy statement/prospectus to its shareholders describing the Special Meeting, the Proposals and related information. The proxy statement was filed with the U.S. Securities and Exchange Commission on June 11, 2021.
As of the close of business on June 11, 2021, the record date for the Special Meeting, there were 40,610,671 shares of common stock, par value $0.001 per share, outstanding and entitled to vote at the Special Meeting. A total of 26,659,638 shares of Diamond S common stock were represented either in person or by proxy at the Special Meeting, representing approximately 65.64% of the shares of the total outstanding eligible votes, and therefore a quorum was declared to be present. At the Special Meeting, the Company’s shareholders voted on the following matters and cast their votes as described below.
Proposal 1: Diamond S Merger Proposal
The proposal was approved by the following vote:
| Votes For | Votes Against | Abstentions | ||
| 26,552,123 | 81,951 | 25,564 |
Proposal 2: Diamond S Merger-Related Compensation Proposal
The proposal was approved by the following vote:
| Votes For | Votes Against | Abstentions | ||
| 25,817,099 | 315,034 | 527,505 |
Proposal 3: Diamond S Adjournment Proposal
The proposal was approved by the following vote, but an adjournment was not necessary in light of the adoption of the Merger Proposal.
| Votes For | Votes Against | Abstentions | ||
| 25,548,773 | 1,080,293 | 30,572 |
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.
| DIAMOND S SHIPPING INC. | ||
| By: | /s/ Lorraine Annucci | |
| Name: | Lorraine Annucci | |
| Title: | VP Accounting | |
Date: July 13, 2021