Exhibit 1
June 30, 2020
TO THE SHAREHOLDERS OF EURODRY LTD.
Enclosed is a Notice of the Annual Meeting of Shareholders of EuroDry Ltd. (the “Company”) which will be held at
the offices of Seward & Kissel LLP, 901 K Street NW, Suite 800, Washington, DC 20001, on July 17, 2020 at 11:00 AM.
At this Annual Meeting of Shareholders (the “Meeting”), shareholders of the Company will consider and vote upon
proposals:
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To elect three Class C Directors to serve for a term of three years until the Company’s 2023 Annual Meeting of Shareholders (“Proposal One”);
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| 2. |
To approve the appointment of Deloitte Certified Public Accountants, S.A. as the Company’s independent auditors for the fiscal year ending December 31, 2020
(“Proposal Two”); and
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| 3. |
To transact other such business as may properly come before the meeting or any adjournment thereof.
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Adoption of Proposal One requires the affirmative vote of a plurality of the votes cast by shareholders entitled to
vote and voting at the Meeting. Adoption of Proposal Two requires the affirmative vote of a majority of the votes cast by shareholders entitled to vote and voting at the Meeting.
You are cordially invited to attend the Meeting in person. If you attend the Meeting, you may revoke your proxy
and vote your shares in person.
IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE
APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL PROPOSALS PRESENTED IN THE PROXY STATEMENT.
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Very truly yours,
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Aristides J. Pittas
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Chief Executive Officer
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4 Messogiou & Evropis Street, 151 24 Maroussi, Greece
Tel: +30-211-1804006, Fax: +30-211-1804097
e-mail: aha@eurodry.gr
website: http://www.eurodry.gr
Tel: +30-211-1804006, Fax: +30-211-1804097
e-mail: aha@eurodry.gr
website: http://www.eurodry.gr
EURODRY LTD.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 17, 2020
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 17, 2020
NOTICE IS HEREBY given that the Annual Meeting of Shareholders of EuroDry Ltd. (the “Company”) will be held on July
17, 2020, at 11:00 AM, at the offices of Seward & Kissel LLP, 901 K Street NW, Suite 800, Washington, DC 20001, for the following purposes, of which items 1 and 2 are more completely set forth in the accompanying Proxy Statement:
| 1. |
To elect three Class C Directors to serve for a term of three years until the Company’s 2023 Annual Meeting of Shareholders (“Proposal One”);
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| 2. |
To approve the appointment of Deloitte Certified Public Accountants, S.A. as the Company’s independent auditors for the fiscal year ending December 31, 2020
(“Proposal Two”); and
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| 3. |
To transact other such business as may properly come before the meeting or any adjournment thereof.
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The Company’s Board of Directors has fixed the close of business on June 23, 2020 as the record date for the
determination of the shareholders entitled to receive notice and to vote at the Annual Meeting of Shareholders or any adjournment thereof.
IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY
SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL PROPOSALS PRESENTED IN THE PROXY STATEMENT.
If you attend the annual meeting, you may revoke your proxy and vote in person.
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BY ORDER OF THE BOARD OF DIRECTORS
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Stephania Karmiri
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Secretary
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June 30, 2020
Maroussi, Greece
Maroussi, Greece
EURODRY LTD.
4 MESSOGIOU & EVROPIS STREET
151 24 MAROUSSI, GREECE
4 MESSOGIOU & EVROPIS STREET
151 24 MAROUSSI, GREECE
______________________
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 17, 2020
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 17, 2020
________________________
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of EuroDry Ltd., a Marshall
Islands corporation (the “Company”), for use at the Annual Meeting of Shareholders to be held at the offices of Seward & Kissel LLP, 901 K Street NW, Suite 800, Washington, DC 20001, on July 17, 2020, at 11:00 AM, or at any adjournment or
postponement thereof (the “Meeting”), for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and the accompanying form of proxy are expected to be mailed to shareholders of the
Company entitled to vote at the Meeting on or about June 30, 2020.
VOTING RIGHTS AND OUTSTANDING SHARES
On June 23, 2020 (the “Record Date”), the Company had outstanding 2,304,630 shares of common stock, par value $0.01
per share (the “Common Shares”), and 15,387 Series B Convertible Perpetual Preferred Shares, par value $0.01 per share (the “Series B Preferred Shares”). Each holder of Common Shares of record at the close of business on the Record Date is entitled
to one vote for each Common Share then held. In addition, the holders of Series B Preferred Shares will vote as one class with the Company’s Common Shares. Each Series B Preferred Share entitles its holder to cast 15.80 votes, which is equal to 50%
of the number of Common Shares into which such Series B Preferred Share would be convertible on the Record Date. One or more shareholders representing at least a majority of the total votes eligible to be cast at the Meeting that are present in
person or by proxy at the Meeting shall be a quorum for the purposes of the Meeting. The shares represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and
is received by the Company prior to the close of voting at the Meeting or any adjournment or postponement thereof. Any proxies returned without instructions will be voted FOR the proposals set forth in the Notice of Annual Meeting of Shareholders.
The Common Shares are listed on the Nasdaq Capital Market under the symbol “EDRY.”
REVOCABILITY OF PROXIES
A shareholder giving a proxy may revoke it at any time before it is exercised unless such proxy is irrevocable. A
proxy may be revoked by filing with the Secretary of the Company at the Company’s executive office, EuroDry Ltd., 4 Messogiou & Evropis Street, 151 24 Maroussi, Greece, a written notice of revocation by a duly executed proxy bearing a later date,
or by attending the Meeting and voting in person.
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PROPOSAL ONE
ELECTION OF DIRECTORS
The Company currently has a total of seven directors, six of which are divided into three classes and one of which
was appointed pursuant to the provisions of the Statement of Designation of the Company’s Series B Preferred Shares (the “Series B Director”). As provided in the Company’s Bylaws, each director, except the Series B Director, is elected to serve for
a three-year term and until such director’s successor is elected and has qualified. The term of our current Class A Director expires in 2021, the term of our two current Class B Directors expires in 2022, and the term of our three current Class C
Directors expires in 2020. The Board has nominated each of Mr. Aristides J. Pittas, Dr. Anastasios Aslidis and Mr. Aristides P. Pittas, each a Class C Director, for re-election as a Class C Director whose term would expire at the Company’s 2023
Annual Meeting of Shareholders.
Unless the proxy is marked to indicate that such authorization is expressly withheld, the persons named in the
enclosed proxy intend to vote the shares authorized thereby “FOR” the election of the following three nominees. It is expected that each of these nominees will be able to serve, but if before the election it develops that any of the nominees is
unavailable, the persons named in the accompanying proxy will vote for the election of such substitute nominee or nominees as the current Board may recommend.
Nominees for Election to the Company’s Board of Directors
Information concerning the nominees for Director of the Company is set forth below:
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Name
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Age
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Position
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Aristides J. Pittas
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60
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Class C Director
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Dr. Anastasios Aslidis
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60
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Class C Director
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Aristides P. Pittas
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69
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Class C Director
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Aristides J. Pittas
has been a member of the Board of Directors and Chairman and Chief Executive Officer of EuroDry since its inception on January 8, 2018. He is also member of the Board of Directors and Chairman and Chief Executive Officer of Euroseas since its
inception on May 5, 2005. Since 1997, Mr. Pittas has also been the President of Eurochart, our affiliate. Eurochart is a shipbroking company specializing in chartering and selling and purchasing ships. Since January 1995, Mr. Pittas has been the
President and Managing Director of Eurobulk, our affiliated ship management company. He resigned as Managing Director of Eurobulk in June 2005. Eurobulk is a ship management company that provides ocean transportation services. From September 1991 to
December 1994, Mr. Pittas was the Vice President of Oceanbulk Maritime SA, a ship management company. From March 1990 to August 1991, Mr. Pittas served both as the Assistant to the General Manager and the Head of the Planning Department of Varnima
International SA, a shipping company operating tanker vessels. From June 1987 until February 1990, Mr. Pittas was the head of the Central Planning department of Eleusis Shipyards S.A. From January 1987 to June 1987, Mr. Pittas served as Assistant to
the General Manager of Chios Navigation Shipping Company in London, a company that provides ship management services. From December 1985 to January 1987, Mr. Pittas worked in the design department of Eleusis Shipyards S.A. where he focused on
shipbuilding and ship repair. Mr. Pittas has a B.Sc. in Marine Engineering from University of Newcastle - Upon-Tyne and a MSc in both Ocean Systems Management and Naval Architecture and Marine Engineering from the Massachusetts Institute of
Technology.
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Dr. Anastasios
Aslidis has been the Chief Financial Officer and Treasurer and a member of the Board of Directors of EuroDry since May 5, 2018. He is also member of the Board of Directors, Treasurer and Chief Financial Officer of Euroseas since September
2005. Prior to joining Euroseas, Dr. Aslidis was a partner at Marsoft, an international consulting firm focusing on investment and risk management in the maritime industry. Dr. Aslidis has more than 25 years of experience in the maritime industry. He
also served as consultant to the Boards of Directors of shipping companies (public and private) advising on strategy development, asset selection and investment timing. Dr. Aslidis holds a Ph.D. in Ocean Systems Management (1989) from the
Massachusetts Institute of Technology, M.S. in Operations Research (1987) and M.S. in Ocean Systems Management (1984) also from the Massachusetts Institute of Technology, and a Diploma in Naval Architecture and Marine Engineering from the National
Technical University of Athens (1983).
Aristides P. Pittas
has been a member of EuroDry's Board of Directors and Vice Chairman of the Board of EuroDry since its inception on January 8, 2018. He is also member of the Board of Directors of Euroseas since its inception on May 5, 2005 and its Vice Chairman since
September 1, 2005. Mr. Pittas has been a shareholder in over 100 oceangoing vessels during the last 20 years. Since February 1989, Mr. Pittas has been the Vice President of Oceanbulk Maritime SA, a ship management company. From November 1987 to
February 1989, Mr. Pittas was employed in the supply department of Drytank SA, a shipping company. From November 1981 to June 1985, Mr. Pittas was employed at Trust Marine Enterprises, a brokerage house as a sale and purchase broker. From September
1979 to November 1981, Mr. Pittas worked at Gourdomichalis Maritime SA in the operation and Freight Collection department. Mr. Pittas has a B.Sc in Economics from Athens School of Economics.
Required Vote.
Approval of Proposal One will require the affirmative vote of the plurality of the votes cast by shareholders entitled to vote and voting at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTORS. UNLESS REVOKED AS
PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF THE PROPOSED DIRECTORS UNLESS A CONTRARY VOTE IS SPECIFIED.
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PROPOSAL TWO
APPROVAL OF APPOINTMENT OF
INDEPENDENT AUDITORS
INDEPENDENT AUDITORS
The Board is submitting for approval at the Meeting the appointment of Deloitte Certified Public Accountants, S.A.
as the Company’s independent auditors for the fiscal year ending December 31, 2020.
Deloitte Certified Public Accountants, S.A. has advised the Company that the firm does not have any direct or
indirect financial interest in the Company, nor has such firm had any such interest in connection with the Company during the past three fiscal years other than in its capacity as the Company’s independent auditors.
All services rendered by the independent auditors are subject to review by the Audit Committee.
Required Vote.
Approval of Proposal Two will require the affirmative vote of the majority of the votes cast by shareholders entitled to vote and voting at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF DELOITTE CERTIFIED PUBLIC
ACCOUNTANTS, S.A. AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
SOLICITATION
The cost of preparing and soliciting proxies will be borne by the Company. Solicitation will be made primarily by
mail, but shareholders may be solicited by telephone, e-mail, or personal contact.
EFFECT OF ABSTENTIONS
Abstentions will not be counted in determining whether Proposals One or Two have been approved. They will,
however, be counted in determining whether a quorum exists for the Meeting.
OTHER MATTERS
No other matters are expected to be presented for action at the Meeting. Should any additional matter come before
the Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons named in the proxy.
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By Order of the Directors
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Stephania Karmiri
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Secretary
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June 30, 2020
Maroussi, Greece
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