Pangaea Logistics Solutions Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PANL
Marine Transportation
Consumer Discretionary
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): August 8, 2024
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||||||
| of Incorporation) | File Number) | Identification No.) | ||||||
c/o Phoenix Bulk Carriers (US) LLC
(Address of Principal Executive Offices) (Zip Code)
(401 ) 846-7790
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On August 8, 2024, Pangaea Logistics Solutions Ltd., a Bermuda corporation (the “Company”), held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). There were a total of 46,902,091 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. A total of 40,056,589 shares of Common Stock, constituting a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, were represented either in person or by proxy, and accordingly, a quorum was present. At the Annual Meeting, the Company’s shareholders voted on the following matters and cast their votes as described below.
1.To elect three directors to our Board of Directors as Class I directors serving until the annual meeting of shareholders to be held in August 2027:
Class I Nominees | Votes For | Votes Against | Abstain | Broker Non-Vote | ||||||||||
| Eric S. Rosenfeld | 30,058,029 | 5,053,167 | 48,011 | 4,897,382 | ||||||||||
| Mark L. Filanowski | 34,967,480 | 163,774 | 27,953 | 4,897,382 | ||||||||||
| Anthony Laura | 26,409,771 | 7,716,162 | 1,033,274 | 4,897,382 | ||||||||||
2.To approve the Pangaea Logistics Solutions Ltd. 2014 Share Incentive Plan, as amended and restated by the Board of Directors on May 7, 2024, referred to herein as the '2024 Plan'
| Votes For | Votes Against | Abstain | Broker Non-Vote | ||||||||
| 28,978,202 | 5,346,872 | 834,133 | 4,897,382 | ||||||||
3.To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2023:
| Votes For | Votes Against | Abstain | Broker Non-Vote | ||||||||
| 39,641,515 | 359,525 | 55,549 | — | ||||||||
4.To approve, on an advisory, non-binding basis, the compensation of named executive officers:
| Votes For | Votes Against | Abstain | Broker Non-Vote | ||||||||
| 33,578,692 | 1,465,417 | 115,098 | 4,897,382 | ||||||||
5.To recommend, on a non-binding basis, the frequency of future advisory votes on compensation of named executive officers:
| One Year | Two Year | Three Year | Abstain | Broker Non-Vote | ||||||||||
| 32,343,496 | 206,094 | 2,566,611 | 43,006 | 4,897,382 | ||||||||||
SIGNATURE
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.
Dated: August 9, 2024
| PANGAEA LOGISTICS SOLUTIONS LTD. | ||||||||
| By: | /s/ Gianni Del Signore | |||||||
| Name: Gianni Del Signore Title: Chief Financial Officer | ||||||||