Seanergy Maritime Holdings Corp. (Form: 6-K, Received: 09/29/2020 17:12:07)

Exhibit 99.1

September 29, 2020

TO THE SHAREHOLDERS OF SEANERGY MARITIME HOLDINGS CORP.

We are an international shipping company specializing in the worldwide seaborne transportation of dry bulk commodities, primarily iron ore and coal. Our fleet currently consists of eleven modern-design Capesize vessels. We are the only pure-play Capesize shipping company listed in the U.S. capital markets.

The year 2020 to date has been a pivotal year for us, as we have managed to safeguard the smooth continuation of our operations in a highly uncertain macroeconomic environment, while achieving certain milestone transactions which we believe will pave the way for future growth and improved shareholder returns.

It is our pleasure to invite you to attend the Annual Meeting of the shareholders of Seanergy Maritime Holdings Corp. which will be held at our executive offices at 154 Vouliagmenis Avenue, 16674 Glyfada, Athens, Greece, on November 16, 2020 at 6:00 p.m. local time.

At the meeting, our shareholders will consider and vote upon proposals to re-elect Ms. Christina Anagnostara as director, to approve the appointment of our independent auditors, Ernst & Young (Hellas) Certified Auditors-Accountants S.A., for the fiscal year ending December 31, 2020, and will consider any other business properly brought before the meeting. These proposals are more fully described in the proxy materials.

This year we are using the internet as our primary means of furnishing proxy materials to shareholders. We believe this process provides a convenient and quick way to access your proxy materials. Accordingly, shareholders will not receive paper copies of our proxy materials unless they have requested them. We instead have mailed the enclosed notice with instructions for accessing the proxy materials and voting via the internet. The notice also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose.

You are cordially invited to attend the meeting in person. As part of our precautions regarding the COVID-19 pandemic, we are sensitive to the public health and travel concerns that our shareholders may have as well as any protocols that national, federal, state or local governments may impose. Your shares may alternatively be voted via the internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. If you nevertheless attend the meeting, you may vote your shares in person, even if you have previously voted by proxy.

Your vote is very important to us. Whether or not you plan to attend the meeting, please take a moment to review the proxy materials and vote as soon as possible to ensure that your shares will be represented and voted at the meeting.

We are proud that you have chosen to invest in Seanergy Maritime Holdings Corp. On behalf of our management and directors, we thank you for your continued support and confidence.

	Very truly yours,

	Stamatios Tsantanis
	Chairman & Chief Executive Officer

154 Vouliagmenis Avenue, 16674 Glyfada, Athens, Greece

Tel: +30 2130181507– e-mail: info@seanergy.gr – www.seanergymaritime.com

SEANERGY MARITIME HOLDINGS CORP.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

September 29, 2020

NOTICE IS HEREBY given that the Annual Meeting of the holders of shares of common stock (the “Shareholders”) of Seanergy Maritime Holdings Corp. (the “Company”) will be held on November 16, 2020 at 6:00 p.m. local time, at the Company’s executive offices at 154 Vouliagmenis Avenue, 16674 Glyfada, Athens, Greece (the “Meeting”) for the following purposes, of which items 1 and 2 are more completely set forth in the accompanying proxy statement for the Meeting (the “Proxy Statement”):

To elect Ms. Christina Anagnostara as a Class B Director to serve until the 2023 Annual Meeting of Shareholders (“Proposal One”);

To approve the appointment of Ernst & Young (Hellas) Certified Auditors-Accountants S.A. to serve as the Company’s independent auditors for the fiscal year ending December 31, 2020 (“Proposal Two”); and

To transact any other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Board recommends that you vote FOR each of Proposal One and Proposal Two.

Adoption of Proposal One requires the affirmative vote of a plurality of the votes cast at the Meeting. Adoption of Proposal Two requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of the Company’s common stock entitled to vote thereon.

The board of directors of the Company has fixed the close of business on September 22, 2020 as the record date for the determination of the Shareholders entitled to receive notice and to vote at the Meeting or any adjournment or postponement thereof. All Shareholders must present a form of personal photo identification in order to be admitted to the Meeting. In addition, if your shares of the Company’s common stock are held in the name of your broker, bank or other nominee and you wish to attend the Meeting, you must bring an account statement or letter from the broker, bank or other nominee indicating that you were the owner of such shares on September 22, 2020.

If you attend the Meeting, you may vote your shares in person, even if you have previously voted by proxy. If your shares are held in the name of your broker, bank or other nominee and you intend to vote in person at the Meeting, you must present a legal proxy from your bank, broker or other nominee in order to vote. Shareholders should speak to their brokers, banks or other nominees in whose custody their shares are held for additional information.

IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED IN THIS NOTICE. 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 THE PROPOSALS PRESENTED IN THE PROXY STATEMENT.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be

Held on November 16, 2020

This Notice presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all information contained in the proxy materials before voting.

You may access the following proxy materials at www.proxyvote.com:

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this Notice of Annual Meeting of Shareholders;

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the Proxy Statement; and

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the Company’s 2019 Annual Report on Form 20-F.

If you want to receive a paper or e-mail copy of these documents, you must request one by sending an e-mail to sendmaterial@proxyvote.com, calling +1-800-579-1639, or by making a request online at www.proxyvote.com. There is no charge to you for requesting a copy. Please make your request for a copy on or before November 2, 2020 to facilitate timely delivery. If you request printed versions of these materials by mail, these materials will also include the proxy card or voting instructions form for the Meeting.

Voting by internet. To vote your proxy via the internet, please go to www.proxyvote.com. Follow the steps outlined on the secure website. Validation information is provided in the notice card accompanying this Notice. Proxies submitted via the internet must be received by 11:59 PM Eastern Time on November 15, 2020.

Consenting to electronic delivery of proxy materials. You can help us save significant printing and mailing expenses by consenting to access proxy materials, including the notice of Shareholder meeting, proxy statement, and annual report to Shareholders electronically over the internet. You can choose this option by following the instructions at www.proxyvote.com. If you choose to receive your proxy materials and annual report to Shareholders electronically, then prior to next year’s Shareholders’ meeting you will receive notification when the proxy materials and annual report to Shareholders are available for online review over the internet, as well as instructions for voting electronically over the internet. Your choice for electronic distribution will remain in effect for subsequent meetings unless you revoke such choice prior to future meetings by revoking your request online.

	BY ORDER OF THE BOARD OF DIRECTORS

	Stamatios Tsantanis
	Chairman & Chief Executive Officer

September 29, 2020
Athens, Greece

SEANERGY MARITIME HOLDINGS CORP.

154 VOULIAGMENIS AVENUE,

16674 GLYFADA

ATHENS, GREECE

PROXY STATEMENT FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 16, 2020

TABLE OF CONTENTS

INFORMATION CONCERNING SOLICITATION AND VOTING	1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE MEETING	2
DIRECTORS AND EXECUTIVE OFFICERS	5
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	8
PROPOSAL ONE - ELECTION OF DIRECTOR	10
PROPOSAL TWO - APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS	11
SOLICITATION	12
OTHER MATTERS	13

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed proxy is solicited on behalf of the board of directors (the “Board”) of Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the “Company”), for use at the Annual Meeting of holders of shares of common stock of the Company (the “Shareholders”) to be held at the Company’s executive offices at 154 Vouliagmenis Avenue, 16674 Glyfada, Athens, Greece on November 16, 2020 at 6:00 p.m. local time, 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 were made available to the Shareholders entitled to vote at the Meeting beginning on or about September 29, 2020.

VOTING RIGHTS AND OUTSTANDING SHARES

On September 22, 2020 (the “Record Date”), the Company had outstanding 66,314,985 shares of common stock, par value $0.0001 per share (the “Common Shares”). Each Shareholder of record at the close of business on the Record Date is entitled to one vote for each Common Share then held. All Shareholders must present a form of personal photo identification in order to be admitted to the Meeting. In addition, if your Common Shares are held in the name of your broker, bank or other nominee and you wish to attend the Meeting, you must bring an account statement or letter from the broker, bank or other nominee indicating that you were the owner of such Common Shares on September 22, 2020.

One or more Shareholders present in person or by proxy at the Meeting, representing one-third of the capital stock of the Company issued and outstanding and entitled to vote thereat, shall constitute a quorum for the purposes of the Meeting. The Common Shares represented by 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 on the Notice of Annual Meeting of Shareholders.

The Common Shares are listed on the NASDAQ Capital Market under the symbol “SHIP”.

REVOCABILITY OF PROXIES

A Shareholder giving a proxy may revoke it at any time before it is exercised. A proxy may be revoked by filing at the Company’s executive offices at 154 Vouliagmenis Avenue, 16674 Glyfada, Athens, Greece, a written notice of revocation by a duly executed proxy bearing a later date, or by attending the Meeting and voting in person. If your shares are held in the name of your broker, bank or other nominee and you intend to vote in person at the Meeting, you must present a legal proxy from your bank, broker or other nominee in order to vote. Shareholders should speak to their brokers, banks or other nominees in whose custody their shares are held for additional information.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE MEETING

Why am I receiving these proxy materials?

The proxy materials include our Notice of Annual Meeting of Shareholders, this Proxy Statement (the “Proxy Statement”) and our 2019 Annual Report on Form 20-F (the “Annual Report”). If you requested printed versions of these materials by mail, these materials also include the proxy card or voting instructions form for the Meeting. The Board has made these materials available to you in connection with the solicitation of proxies by the Board. The proxies will be used at the Meeting or any adjournment or postponement thereof. We made these materials available to Shareholders beginning on or about September 29, 2020.

Our Shareholders are invited to attend the Meeting and vote on the proposals described in this Proxy Statement. However, you do not need to attend the Meeting to vote your shares. Instead, you may vote by completing, signing, dating and returning a proxy card or by executing a proxy via the internet or by telephone.

How can I access the proxy materials on the Internet?

We are using the internet as the primary means of furnishing this Proxy Statement and our Annual Report to Shareholders. Accordingly, Shareholders will not receive paper copies of the Proxy Statement or Annual Report unless they have requested them. We instead sent Shareholders our Notice of Annual Meeting of Shareholders (the “Notice”), which includes instructions (i) for accessing via the internet the Proxy Statement and our Annual Report and (ii) for voting via the internet. The Notice was mailed on or about September 29, 2020. The Notice also provides information on how Shareholders may obtain paper copies of the Proxy Statement and Annual Report if they so choose. Additionally, you may access the Proxy Statement and Annual Report at www.proxyvote.com.

The Notice also provides you with instructions regarding how to instruct us to send future proxy materials to you electronically by e-mail.

Choosing to receive future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Who can vote?

Only Shareholders of record at the close of business on the Record Date, which is September 22, 2020, may vote, either in person or by proxy, at the Meeting. On the Record Date, we had 66,314,985 shares of common stock outstanding. You are entitled to one vote for each share of common stock that you owned on the Record Date.

How do I know if I am a beneficial owner of shares?

If your shares are held in an account at a brokerage firm, bank, broker-dealer, trust, or other similar organization, you are considered the beneficial owner of shares held in “street name,” and the Notice was forwarded to you by that organization. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “voting instructions form”.

What am I voting on?

You will be voting on each of the following:

To elect one Class B Director to serve until the 2023 Annual Meeting of Shareholders (“Proposal One”);

To transact any other business as may properly come before the Meeting or any adjournment or postponement thereof.

As of the date of this Proxy Statement, the Board knows of no other matters that will be brought before the Meeting. If you return your signed and completed proxy card or vote by telephone or over the internet and other matters are properly presented at the Meeting for consideration, the persons appointed as proxies will have the discretion to vote for you.

What vote is required to adopt each of the proposals?

Adoption of Proposal One requires the affirmative vote of a plurality of the votes cast at the Meeting. This means that the nominee receiving the highest number of “FOR” votes will be elected as a Class B director. Abstentions and “broker non-votes” (shares held by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its client) will not affect the vote on Proposal One.

Adoption of Proposal Two requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of the Company’s common stock entitled to vote thereon. Abstentions and “broker non-votes” will not affect the vote on Proposal Two.

How do I vote?

You may vote using one of the following methods:

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Over the internet. If you have access to the internet, we encourage you to vote in this manner. Refer to your Notice for instructions on voting via the internet and carefully follow the directions.

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By telephone. You may vote by telephone by calling the toll-free number referenced on your Notice and following the recorded instructions. Refer to the notice card accompanying your Notice for validation information. Instructions to vote by telephone are also listed on your proxy card or the voting instructions form.

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By mail. For those Shareholders who request to receive a paper proxy card or voting instructions form in the mail, you may complete, sign and return the proxy card or voting instructions form by mail using the post-paid envelope provided.

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In person at the Meeting. All Shareholders of record on the Record Date, which is the close on business on September 22, 2020, may vote in person at the Meeting. If you are a beneficial owner of shares (i.e., your shares are held in “street name” in an account at a brokerage firm, bank, broker dealer or similar organization), you must obtain a legal proxy from such account holding organization and present it with your ballot to be able to vote at the Meeting. Even if you plan to be present at the Meeting, we encourage you to vote your shares prior to the Meeting date via the internet, by telephone or by mail in order to record your vote promptly, as we believe voting this way is more convenient.

Instructions for voting via the internet, by telephone or by mail are also set forth on the proxy card or voting instructions form. Please follow the directions on these materials carefully.

Can I change my mind after I vote?

You may change your vote at any time before the polls close at the Meeting. You may do this by using one of the following methods:

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voting again by telephone or over the internet by 11:59 PM Eastern Time on November 15, 2020;

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giving timely written notice to the Secretary of our Company;

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delivering a timely later-dated proxy; or

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voting in person at the Meeting.

If you hold your shares through a broker, bank or other nominee, you may revoke any prior voting instructions by contacting that firm or by voting in person via legal proxy at the Meeting.

How many votes must be present to hold the Meeting?

In order for us to conduct the Meeting, the Shareholders representing at least one-third of the shares issued and outstanding and entitled to vote at the Meeting as of the Record Date must be present at the Meeting in person or by proxy. This is referred to as a quorum. Abstentions and broker “non-votes” are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Meeting. Your shares will be counted as present at the Meeting if you do one of the following:

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vote via the internet or by telephone;

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return a properly executed proxy by mail (even if you do not provide voting instructions); or

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attend the Meeting and vote in person.

Even if a quorum is not present at the Meeting, a majority of the total number of votes represented by those shares present, in person or by proxy, at the Annual Meeting will have the power to adjourn the meeting. If the Meeting is adjourned for reasons other than a lack of quorum, no further notice of the adjourned meeting will be required to permit further solicitation of proxies, other than an announcement at the Meeting, unless a new record date for the Meeting is set.

What if I return my proxy but do not provide voting instructions?

If you hold your shares directly in your own name, and you sign and return your proxy card, or vote by telephone or over the internet, but do not include voting instructions, your proxy will be voted as the Board recommends on each proposal.

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below are the names, ages and positions of our current directors and executive officers. Members of our Board are elected annually on a staggered basis, and each director elected holds office for a three-year term. Officers are elected from time to time by vote of our board of directors and hold office until a successor is elected. The business address of each of our directors and executive officers listed below is 154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece.

Name	Age	Position	Director Class
Stamatios Tsantanis	48	Chairman, Chief Executive Officer & Director	A (term expires in 2022)
Stavros Gyftakis	41	Chief Financial Officer
Christina Anagnostara	49	Director	B (term expires in 2020)
Elias Culucundis	77	Director*	A (term expires in 2022)
Dimitrios Anagnostopoulos	73	Director*	C (term expires in 2021)
Ioannis Kartsonas	48	Director*	C (term expires in 2021)

*Independent Director

Biographical information with respect to each of our directors and our executive officer is set forth below.

Stamatios Tsantanis has been a member of our Board and our Chief Executive Officer since October 1, 2012. Mr. Tsantanis has also been the Chairman of our Board since October 1, 2013 and our Interim Chief Financial Officer from November 1, 2013 until October 2, 2018. Mr. Tsantanis brings more than 22 years of experience in shipping and finance and held senior management positions in prominent shipping companies and financial institutions. Mr. Tsantanis previously served as the Chief Financial Officer and as a Director of Top Ships Inc. from its initial public offering and listing on Nasdaq. Prior to that, he was an investment banker at Alpha Finance, a member of the Alpha Bank Group, with active roles in a number of shipping corporate finance transactions. Mr. Tsantanis holds a Master of Science (MSc) in Shipping Trade and Finance from the Business School (formerly known as Cass Business School) of City University in London in London and a Bachelor of Science (BSc) in Shipping Economics from the University of Piraeus. He is also a fellow of the Institute of Chartered Shipbrokers.

Stavros Gyftakis has been appointed as our Chief Financial Officer on October 3, 2018, and previously served as Finance Director since November 2017. He has more than 14 years of experience in senior positions in the shipping finance industry. Before joining the Company, he was a Senior Vice President in the Greek shipping finance desk at DVB Bank SE. Mr. Gyftakis holds a BSc in Mathematics from the Aristotle University of Thessaloniki, a MSc in Business Mathematics awarded with Honors, from the Athens University of Economics and Business and a MSc in Shipping, Trade and Finance, awarded with Distinction, from City’s Business School (formerly known as Cass Business School) of City University in London.

Christina Anagnostara served as our Chief Financial Officer from November 17, 2008 until October 31, 2013 and has served as a member of our Board since December 2008. She has more than 22 years of maritime and international business experience in the areas of finance, banking, capital markets, consulting, accounting and audit. She has served in executive and board positions of publicly listed companies in the maritime industry and she was responsible for the financial, capital raising and accounting functions. Since June 2017 she is a Director of the Investment Banking Division of AXIA Ventures Group and from 2014 to 2017 she provided advisory services to corporate clients involved in all aspects of the maritime industry. Between 2006 and 2008 she served as Chief Financial Officer and member of the Board of Directors of Global Oceanic Carriers Ltd, a dry bulk shipping company listed on the Alternative Investment Market of the London Stock Exchange. Between 1999 and 2006, she was a senior management consultant of the Geneva-based EFG Group. Prior to EFG Group she worked for Eurobank EFG and Ernst & Young, the international accounting firm. Ms. Anagnostara studied Economics in Athens and is a Certified Chartered Accountant. She is a member of various industry organizations including ACCA, Propeller Club, WISTA, Shipping Finance Executives and American Hellenic Chamber of Commerce.

Elias Culucundis has been a member of our Board since our inception. Since 1999, Mr. Culucundis has been the President, Chief Executive Officer and Director of Equity Shipping Company Ltd., a company specializing in starting, managing and operating commercial and technical shipping projects. Additionally, from 1996 to 2000, he was a Director of Kassian Maritime Shipping Agency Ltd., a vessel management company operating a fleet of ten bulk carriers. During this time, Mr. Culucundis was also a Director of Point Clear Navigation Agency Ltd, a marine project company. From 1981 to 1995, Mr. Culucundis was a Director of Kassos Maritime Enterprises Ltd., a company engaged in vessel management. While at Kassos, he was initially a technical Director and eventually ascended to the position of Chief Executive Officer, overseeing a large fleet of Panamax, Aframax and VLCC tankers, as well as overseeing new vessel building contracts, specifications and the construction of new vessels. From 1971 to 1980, Mr. Culucundis was a Director and the Chief Executive Officer of Off Shore Consultants Inc. and Naval Engineering Dynamics Ltd. In Off Shore Consultants Inc. he worked in Floating Production, Storage and Offloading vessel, or FPSO, design and construction and was responsible for the technical and commercial supervision of a pentagon-type drilling rig utilized by Royal Dutch Shell Plc. Seven FPSOs were designed and constructed that were subsequently utilized by Pertamina, ARCO, Total and Elf-Aquitaine. Naval Engineering Dynamics Ltd. was responsible for purchasing, re-building and operating vessels that had suffered major damage. From 1966 to 1971, Mr. Culucundis was employed as a Naval Architect for A.G. Pappadakis Co. Ltd., London, responsible for tanker and bulk carrier new buildings and supervising the technical operation of their fleet. He is a graduate of Kings College, Durham University, Great Britain, with a degree in Naval Architecture and Shipbuilding. He is a member of the Hellenic National Committee of American Bureau of Shipping and he served in the Council of the Union of Greek Shipowners. Mr. Culucundis is a Fellow of the Royal Institute of Naval Architects and a Chartered Engineer.

Dimitrios Anagnostopoulos has been a member of our Board since May 2009. Mr. Anagnostopoulos has over 41 years of experience in Shipping, Ship Finance and Bank Management. Mr. Anagnostopoulos obtained his BSc at the Athens University of Economics and Business. His career began in the 1970’s as Assistant Lecturer at the same University followed by four years with the Onassis Shipping Group HQ in Monaco. Mr. Anagnostopoulos also held various posts at the National Investment Bank of Industrial Development (ETEBA), Continental Illinois National Bank of Chicago, the Greyhound Corporation, and with ABN AMRO, where he has spent nearly two decades with the Bank, holding the positions of Senior Vice-President and Head of Shipping. Since 2010 he is also an advisor and Board Member in the Aegean Baltic Bank S.A. Mr. Anagnostopoulos has been a speaker and panelist in various shipping conferences in Europe, and a regular guest lecturer at the City’s Business School (formerly known as Cass Business School) of City University in London, the Athens University of Economics and Business and the ALBA Graduate Business School. He is a member (and ex-vice chairman) of the Association of Banking and Financial Executives of Greek Shipping and an Associate Member of the Institute of Energy of South East Europe. In 2008 he was named by the Lloyd’s Organization as Shipping Financier of the Year.

Ioannis Kartsonas has been a member of our Board since May 2017. Mr. Kartsonas has more than 20 years of experience in finance and commodities trading. He is currently the Principal and Managing Partner of Breakwave Advisors LLC., a commodity-focused advisory firm based in New York. From 2011 to 2017, he was a Senior Portfolio Manager at Carlyle Commodity Management, a commodity-focused investment firm based in New York and part of the Carlyle Group, being responsible for the firm’s Shipping and Freight investments. During his tenure, he managed one of the largest freight futures funds globally. Prior to his role, Mr. Kartsonas was a Co-Founder and Portfolio Manager at Sea Advisors Fund, an investment fund focused in Shipping. From 2004 to 2009, he was the leading Transportation Analyst at Citi Investment Research covering the broader transportation space including Shipping. Prior to that, he was an Equity Analyst focusing on Shipping and Energy for Standard & Poor’s Investment Research. Mr. Kartsonas holds an MBA in Finance from the Simon School of Business, University of Rochester.

No family relationships exist among any of the directors and executive officers.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the year ended December 31, 2019, we paid our executive officers and directors aggregate compensation of $0.58 million, inclusive of our Board’s fees mentioned below. Our executive officers are employed by us pursuant to employment and consulting contracts.

Each member of our Board received a fee of $60,000 in 2019. The Shipping Committee fee has been suspended since July 1, 2013 until the Board decides otherwise. The aggregate director fees paid by us for the years ended December 31, 2019, 2018 and 2017 totaled $300,000, $300,000 and $246,000, respectively. The 2019 Board fees are included in the abovementioned aggregate compensation amount of $0.58 million.

On January 12, 2011 our Board adopted the Seanergy Maritime Holdings Corp. 2011 Equity Incentive Plan, or the Plan. The Plan was amended and restated on December 15, 2016, to increase the aggregate number of shares of our common stock reserved for issuance under the Plan from 57,111 shares to 66,666 shares. The Plan was also amended and restated on February 1, 2018, to further increase the aggregate number of shares of our common stock reserved for issuance under the Plan to 200,000. The Plan was further amended and restated on January 10, 2019, to further increase the aggregate number of shares of our common stock reserved for issuance under the Plan to 200,000. The Plan was further amended and restated on December 30, 2019, to further increase the aggregate number of shares of our common stock reserved for issuance under the Plan to 3,000,000 (prior to any adjustment in accordance with the terms of the Plan as a result of the reverse stock split effected in June 2020). The Plan is administered by the Compensation Committee of our Board. Under the Plan, our officers, key employees, directors, consultants and service providers may be granted incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, and unrestricted stock at the discretion of our Compensation Committee. Any awards granted under the Plan that are subject to vesting are conditioned upon the recipient’s continued service as an employee or a director of the Company, through the applicable vesting date.

On October 1, 2015, the Compensation Committee granted an aggregate of 787 restricted shares of common stock pursuant to the Plan. Of the total 787 shares issued, 150 shares were granted to our Board and the other 637 shares were granted to certain of our other employees (41 of the 637 shares were subsequently forfeited). The fair value of each share on the grant date was $888.00 and was expensed over three years. The shares to our Board vested over a period of two years, which commenced on October 1, 2015. On October 1, 2015, 50 shares vested, on October 1, 2016, 50 shares vested, and on October 1, 2017, 50 shares vested. All the shares granted to certain of our employees vested over a period of three years, commencing on October 1, 2015. On October 1, 2015, 104 shares vested, on October 1, 2016, 129 shares vested, on October 1, 2017, 175 shares vested and 188 shares vested on October 1, 2018.

On December 15, 2016, the Compensation Committee granted an aggregate of 3,220 restricted shares of common stock pursuant to the Plan. Of the total 3,220 shares issued, 1,145 shares were granted to our Board, 1,867 shares were granted to certain of our employees (59 of the 1,867 shares were subsequently forfeited) and 208 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $312.00. The shares to our Board vested over a period of two years, which commenced on December 15, 2016. On December 15, 2016, 381 shares vested, on October 1, 2017, 682 shares vested and 382 shares vested on October 1, 2018. All the other shares granted vested over a period of three years, which commenced on December 15, 2016. Of the shares granted to certain of our other employees, 477 shares vested on December 15, 2016, 477 shares vested on October 1, 2017, 427 shares vested on October 1, 2018 and 427 shares vested on October 1, 2019. Of the shares granted to the sole director of the Company’s commercial manager, a non-employee, 63 shares vested on December 15, 2016, 63 shares vested on October 1, 2017, 41 shares vested on October 1, 2018 and 41 shares vested on October 1, 2019.

On February 1, 2018, the Compensation Committee granted an aggregate of 5,250 restricted shares of common stock pursuant to the Plan. Of the total 5,250 shares issued, 2,396 shares were granted to our Board, 2,771 shares were granted to certain of our employees and 83 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $248.48. All the shares vested over a period of two years. 1,750 shares vested on February 1, 2018, 1,687 shares vested on October 1, 2018 and 1,688 shares vested on October 1, 2019.

On January 10, 2019, the Compensation Committee granted an aggregate of 9,000 restricted shares of common stock pursuant to the Plan. Of the total 9,000 shares issued, 4,167 shares were granted to the Board, 4,417 shares were granted to certain of the Company’s employees and 416 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $146.40. All the shares will vest over a period of two years. 3,000 shares vested on January 10, 2019, 3,000 shares vested on October 1, 2019 and 3,000 shares will vest on October 1, 2020.

On February 24, 2020, the Compensation Committee granted an aggregate of 156,250 restricted shares of common stock pursuant to the Plan. Of the total 156,250 shares issued, 45,000 shares were granted to the non-executive members of the Board, 42,812 were granted to the executive officers, 60,626 shares were granted to certain of the Company’s non-executive employees and 7,812 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $5.12. All the shares will vest in equal tranches over the period of two years. 52,084 shares vested on February 24, 2020, 52,083 shares will vest on October 1, 2020 and 52,083 shares will vest on October 1, 2021.

Except as noted, all share amounts disclosed herein give retroactive effect to reverse stock splits of our common shares effected on June 30, 2020, March 20, 2019 and January 8, 2016.

PROPOSAL ONE - ELECTION OF DIRECTOR

The Board consists of seven directorships divided into three classes. As provided in the Company’s Restated Articles of Incorporation, as amended to date, each director is elected to serve for a three-year term and until such director’s successor is elected and has qualified.

The Board has nominated Ms. Christina Anagnostara, a Class B Director, for re-election as a director whose term will expire at the 2023 Annual Meeting of Shareholders.

Unless the proxy is marked to indicate that such authorization is expressly withheld, the person or persons named in the enclosed proxy intend to vote the shares authorized thereby FOR the election of the following nominee. It is expected that the nominee will be able to serve, but if before the election it develops that the nominee is unavailable, the person or persons named in the accompanying proxy will vote for the election of such substitute nominee as the current Board may recommend.

Nominee for Election to the Board

Information concerning the nominee for director of the Company is set forth below:

Name	Position	Director Since	Age

Christina Anagnostara	Class B Director	2008	49

Required Vote. Adoption of Proposal One requires the affirmative vote of a plurality of the votes cast at the Meeting.

Effect of abstentions. Abstentions and broker “non-votes” will not affect the vote on Proposal One.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTOR. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY THE MANAGEMENT WILL BE VOTED IN FAVOR OF THE PROPOSED DIRECTOR UNLESS A CONTRARY VOTE IS SPECIFIED.

PROPOSAL TWO - APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board is submitting for approval at the Meeting the selection of Ernst & Young (Hellas) Certified Auditors-Accountants S.A. to serve as the Company’s independent auditors for the fiscal year ending December 31, 2020.

Ernst & Young (Hellas) Certified Auditors-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.

All services rendered by the independent auditors are subject to review by the Audit Committee.

Required Vote. Adoption of Proposal Two requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of the Company’s common stock entitled to vote thereon.

Effect of abstentions. Abstentions and broker “non-votes” will not affect the vote on Proposal Two.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS-ACCOUNTANTS S.A. TO SERVE AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY THE 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. The Board has retained MacKenzie Partners, Inc. as proxy solicitor in connection with the Meeting. If you have any questions or need assistance in voting your proxy, please contact MacKenzie Partners, Inc.at the toll-free number or e-mail address listed below.

Toll Free Number:	+1-800-322-2885

E-Mail:	proxy@mackenziepartners.com

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.

	SEANERGY MARITIME HOLDINGS CORP. (Registrant)

Dated: September 29, 2020
	/s/ Stamatios Tsantanis
	By: Stamatios Tsantanis
	Chief Executive Officer