0001140361-23-019183.txt : 20230419 0001140361-23-019183.hdr.sgml : 20230419 20230419170204 ACCESSION NUMBER: 0001140361-23-019183 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230419 DATE AS OF CHANGE: 20230419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENCO SHIPPING & TRADING LTD CENTRAL INDEX KEY: 0001326200 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33393 FILM NUMBER: 23830628 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: (646) 443-8550 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 DEFA14A 1 brhc20051545_defa14a.htm DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

☒
Definitive Additional Materials

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Soliciting Material under § 240.14a-12

GENCO SHIPPING & TRADING LIMITED

(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):

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No fee required

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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):  April 17, 2023 (April 13, 2023)
 
GENCO SHIPPING & TRADING LIMITED
(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands
001-33393
98-0439758
(State or other jurisdiction of incorporation or organization)
(Commission file number)
(I.R.S. employer identification no.)

299 Park Avenue
  
 
10171
(Zip code)
   
12th Floor
New York, NY
(Address of principal executive offices)

Registrant’s telephone number, including area code:  (646) 443-8550
 
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):
 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
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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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
  
Trading Symbol(s)
  
Name of exchange on which registered
Common stock, par value $0.01 per share
  
GNK
  
New York Stock Exchange (NYSE)

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

On April 13, 2023, Apostolos Zafolias, the Corporation’s Chief Financial Officer and Executive Vice President, Finance informed the Corporation that he intends to depart from his roles at the Corporation in the near future to pursue an opportunity outside the maritime industry.  Under the anticipated terms of his separation arrangement, Mr. Zafolias is expected to serve in his current roles at Genco through June 15, 2023 and then as a consultant through December 31, 2023 to assist with an orderly transition.  The anticipated terms of his separation arrangement further provide that, subject to customary conditions, following the termination of his employment, Mr. Zafolias will receive vesting of the tranche of his unvested equity awards that is otherwise due to vest in February 2024, which consists of 16,588 restricted stock units and 3,849 options; extension of the exercise period of all of his outstanding options to March 31, 2024; and engagement of Mr. Zafolias as a consultant regarding transition matters through December 31, 2023 in consideration of payments totaling $150,000.  The arrangement is also expected to contain customary provisions pertaining to confidential information, releases of claims by Mr. Zafolias, and other covenants.  Mr. Zafolias’ separation arrangement is subject to definitive documentation.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
 
This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements use words such as “anticipate,” “budget,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance.  These forward-looking statements are based on our management’s current expectations and observations.  Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this report are the terms and effectiveness of any definitive separation agreement that may be entered into with Mr. Zafolias.
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Genco Shipping & Trading Limited has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
GENCO SHIPPING & TRADING LIMITED
    
   DATE:
April 17, 2023
  
   
 
/s/ John C. Wobensmith
  
 
John C. Wobensmith
 
Chief Executive Officer and President