Republic of the Marshall Islands
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001-33393
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98-043-9758
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(State or other jurisdiction of incorporation or organization)
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(Commission file number)
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(I.R.S. employer identification no.)
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299 Park Avenue 12th Floor
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10171
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(Address of principal executive offices)
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(Zip code)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common stock, par value $0.01 per share
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GNK
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New York Stock Exchange (NYSE)
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On July 15, 2020, Genco Shipping & Trading Limited (“Genco” or the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, Genco’s shareholders approved a proposal to amend Genco’s
Second Amended and Restated Articles of Incorporation to allow the Board of Directors of Genco (the “Board”) to fix the size of the Board at not less than three and no more than twelve from time to time by resolution (the “Board Size
Amendment”). The Board Size Amendment became effective on such date upon the filing of Articles of Amendment to Genco’s Second Amended and Restated Articles of Incorporation (the “Articles of Amendment”) with the Registrar of Corporations
of the Republic of the Marshall Islands.
The foregoing description of the Board Size Amendment does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment, which are filed as Exhibit 3.1 hereto and
are incorporated into this Item 5.03 by reference.
Additionally, the Board adopted a Second Amendment to the Amended and Restated By-laws of the Company (the “By-Laws”) effective July 15, 2020, which provides that the number of directors constituting the
Board may be fixed from time to time by resolution of the Board.
Consistent with the amendments to the Company’s Second Amended and Restated Articles of Incorporation and the By-Laws, the Board fixed the number of directors constituting the Board at eight, effective
July 15, 2020.
The foregoing description is a summary of the amendment to the By-laws. Such amendment is filed as Exhibit 3.2 hereto and is incorporated into this Item 5.03 by reference.
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Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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Name of Nominee
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Votes For
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Votes Withheld
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Abstentions
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Broker Non-Votes
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Arthur L. Regan
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35,080,091
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376,097
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0
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3,130,740
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James G. Dolphin
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34,589,108
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867,080
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0
|
3,130,740
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Kathleen C. Haines
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32,773,277
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2,682,911
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0
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3,130,740
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Kevin Mahony
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35,029,899
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426,289
|
0
|
3,130,740
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Christoph Majeske
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32,759,407
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2,696,781
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0
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3,130,740
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Basil G. Mavroleon
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32,759,537
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2,696,651
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0
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3,130,740
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Jason Scheir
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35,323,055
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133,133
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0
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3,130,740
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Bao D. Truong
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35,081,435
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374,753
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0
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3,130,740
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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38,413,855
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158,686
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14,387
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0
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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38,210,649
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136,739
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239,540
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0
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Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated July 15, 2020.
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Second Amendment to Amended and Restated By-laws, dated July 15, 2020.
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GENCO SHIPPING & TRADING LIMITED
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||
DATE: July 15, 2020
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By
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/s/ Apostolos Zafolias
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Apostolos Zafolias
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Chief Financial Officer
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1. |
The name of the Corporation is Genco Shipping & Trading Limited.
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2. |
The Articles of Incorporation of the Corporation were filed with the Registrar of Corporations on September 27, 2004.
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3. |
The text of the first sentence of Article H, Section (b) of the Second Amended and Restated Articles of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:
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4. |
The amendment to the Second Amended and Restated Articles of Incorporation of the Corporation was authorized by the unanimous vote of the Corporation’s board of directors and the vote of the holders of at least two-thirds of the voting
power of all of the Corporation’s outstanding shares entitled to vote thereon at a duly held meeting of shareholders.
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GENCO SHIPPING & TRADING LIMITED
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|||
By:
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/s/ John C. Wobensmith
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Name:
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John C. Wobensmith
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Title:
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President
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