Republic of the Marshall Islands
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001-33393
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98-043-9758
|
||
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
299 Park Avenue
12
th
Floor
New York, NY
|
10171
|
|
(Address of Principal Executive Offices)
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(Zip Code)
|
☐ | 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)) |
ITEM 1.01 | Entry into a Material Definitive Agreement. |
ITEM 2.01 | Completion of Acquisition or Disposition of Assets |
ITEM 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant. |
ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment Certain Officers; Compensatory Arrangements of Certain Officers. |
ITEM 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
48,669,664
|
100
|
10,106,424
|
2,107,002
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
60,136,879
|
6,080
|
740,231
|
0
|
Name of Nominee
|
Votes For
|
Votes Withheld
|
Abstentions
|
Broker Non-Votes
|
Peter C. Georgiopoulos
|
57,068,076
|
1,708,112
|
0
|
2,107,002
|
Ian Ashby
|
57,078,674
|
1,697,514
|
0
|
2,107,002
|
Eugene I. Davis
|
57,078,674
|
1,697,514
|
0
|
2,107,002
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
60,203,190
|
0
|
680,000
|
0
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
50,900,592
|
7,195,596
|
680,000
|
2,107,002
|
Every One Year
|
Every Two Years
|
Every Three Years
|
Abstentions
|
Broker Non-Votes
|
6,816,616
|
0
|
50,882,753
|
1,076,819
|
2,107,002
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
58,096,088
|
100
|
680,000
|
2,107,002
|
ITEM 9.01 | Financial Statements and Exhibits. |
(a)
|
Financial Statements of Business Acquired.
|
(b)
|
Pro Forma Financial Information.
|
(d) | Exhibits. |
3.1 | Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, adopted July 17, 2015. |
Date: July 17, 2015
|
||
GENCO SHIPPING & TRADING LIMITED
|
||
By
|
/s/ John C. Wobensmith
|
|
John C. Wobensmith
President
|
Exhibit No.
|
Description
|
Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, adopted July 17, 2015.
|
1. | The name of the Corporation is Genco Shipping & Trading Limited. |
2. | The Articles of Incorporation of the Corporation were filed with the Registrar of Corporations on September 27, 2004. |
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: |
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. |
GENCO SHIPPING & TRADING LIMITED | |||
By:
|
/s/ Apostolos Zafolias | ||
Name: Apostolos Zafolias
|
|||
Title: Chief Financial Officer
|