GENCO SHIPPING & TRADING LIMITED Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Shareholder Approval for the Amendment and Restatement of the
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Annual Meeting, Genco's shareholders also approved a proposal to amend
Genco's Second Amended and Restated Articles of Incorporation to add a provision
such that, unless the Genco consents in writing to the selection of an
alternative forum, the sole and exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act of 1933,
as amended, shall be the federal district courts of
The foregoing description of the Federal Forum 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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, shareholders of record as of
At the Annual Meeting, the shareholders of the Company (i) elected seven
director nominees to hold office until the earlier of the 2022 Annual Meeting of
Shareholders of the Company or until their successors are elected and qualified
or until their earlier resignation or removal, (ii) approved an advisory,
non-binding resolution regarding the compensation of the Company's named
executive officers, (iii) resolved on an advisory vote that the preferred
frequency with which the Company should hold an advisory vote on the approval of
the compensation of its named executive officers is every year, (iv) approved
the increase in the number of shares of our common stock available for awards
under the Company's 2015 Equity Incentive Plan by 2,000,000 shares to 4,750,000
shares under an amendment and restatement of such plan, (v) ratified the
appointment of
Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders. -------------------------------------------------------------------------------- Election of Directors
The shareholders of the Company elected each of the director nominees proposed by the Board of Directors. The voting results were as follows:
Name of Nominee Votes For Votes Withheld Abstentions Broker Non-Votes Arthur L. Regan 23,364,290 4,632,367 0 5,139,405 James G. Dolphin 26,649,170 1,347,487 0 5,139,405 Kathleen C. Haines 24,819,448 3,177,209 0 5,139,405 Kevin Mahony 26,723,164 1,273,493 0 5,139,405 Basil G. Mavroleon 24,764,914 3,231,743 0 5,139,405 Karin Y. Orsel 27,579,429 417,228 0 5,139,405 Bao D. Truong 26,743,418 1,253,239 0 5,139,405
Advisory Vote on Executive Compensation
The shareholders of the Company approved an advisory resolution on compensation of the Company's named executive officers by a non-binding vote. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 23,358,087 4,567,947 70,623 5,139,405
Advisory Vote on the Frequency of Votes on Executive Compensation
The shareholders of the Company resolved on an advisory vote that the preferred frequency with which the Company should hold an advisory vote on the approval of the compensation of its named executive officers is every year. The voting results were as follows:
Every Year Every Two Years Every Three Years Abstentions Broker Non-Votes 15,551,556 58,805 11,918,598 467,698 5,139,405
Amendment and Restatement of 2015 Equity Incentive Plan
The shareholders of the Company approved the increase in the number of shares of common stock available for awards under our 2015 Equity Incentive Plan by 2,000,000 shares to 4,750,000 shares under an amendment and restatement of such plan. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 18,362,209 9,507,980 126,468 5,139,405
Ratification of Appointment of Independent Certified Public Accountants
The shareholders of the Company ratified the appointment of
Votes For Votes Against Abstentions Broker Non-Votes 32,999,387 38,219 98,456 0 Federal Forum Amendment
The shareholders of the Company approved a proposal to amend the Company's Second Amended and Restated Articles of Incorporation to implement the Federal Forum Amendment. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 25,943,835 2,013,022 39,800 5,139,405
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
3.1 Articles of Amendment to Second Amended and Restated Articles of
Incorporation of Genco Shipping & Trading Limited , dated May 13, 2021 .
10.1 Genco Shipping & Trading Limited Amended and Restated 2015 Equity
Incentive Plan.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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