Exhibit I​

Dear Shareholder,

On behalf of the Board of Directors, it is my pleasure to extend to you an invitation to attend the 2019 Annual Meeting of Shareholders of Ardmore Shipping Corporation. The annual meeting will be held at:

Place:

Belvedere Building
69 Pitts Bay Road, Ground Floor
Pembroke, HM08,
Bermuda

​

Date:

Tuesday, May 28, 2019

​

Time:

10:00 a.m. Atlantic Time

​

The Notice of Annual Meeting and Proxy Statement describes the business to be transacted at the annual meeting and provides other information concerning Ardmore Shipping Corporation. The purposes of the annual meeting will be to:

1.

Elect two Class III directors for a term of three years; and

​

2.

Transact such other business as may properly come before the annual meeting.

​

We are furnishing proxy materials to our registered shareholders by mail. If you hold your shares in street name, please vote your shares by following the instructions set forth in the notice provided by your broker, bank, trust, or other holder of record, which in most cases may permit you to submit your voting instructions by mail, by telephone or via the Internet.

We know that many of our shareholders will be unable to attend the annual meeting. Proxies are solicited so that each shareholder has an opportunity to vote on all matters that are scheduled to come before the annual meeting. Whether or not you plan to attend the annual meeting, we hope that you will have your stock represented by completing and returning a proxy card, or voting following the instructions provided in the instruction card, as soon as possible. You may, of course, attend the annual meeting and vote in person even if you have previously submitted your proxy card or voted as provided in your voting instructions.

Sincerely,

/s/ ANTHONY GURNEE

Anthony Gurnee
Chief Executive Officer

i

ii

By Order of the Board of Directors

/s/ PAUL TIVNAN

Paul Tivnan
Secretary

April 16, 2019

This notice of annual meeting and proxy statement and form of proxy are being distributed on or about
April 16, 2019.

1

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Q:

Why am I receiving these materials?

​

A:

The Board of Directors (or Board ) of Ardmore Shipping Corporation, a corporation organized in the Republic of the Marshall Islands (or Ardmore ), is providing these proxy materials to you in connection with Ardmore’s Annual Meeting of Shareholders, which will take place on Tuesday, May 28, 2019. As a shareholder, you are invited to attend the annual meeting and are entitled and requested to vote on the items of business described in this proxy statement.

​

Q:

What information is contained in this proxy statement?

​

A:

The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of our directors and executive officers, and certain other information about us.

​

Q:

How may I obtain Ardmore’s annual report to shareholders?

​

A:

A copy of our 2018 annual report to shareholders is available in the “Investors” section of our website at www.ardmoreshipping.com .

​

Q:

How may I obtain Ardmore’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (or SEC)?

​

A:

You may obtain a copy of our 2018 Annual Report on Form 20-F from our website at www.ardmoreshipping.com in the “Investors” section of our website, and from the SEC’s EDGAR database on the SEC’s website at www.sec.gov. Shareholders may also request a free copy of our 2018 Annual Report on Form 20-F from:

​

Ardmore Shipping Corporation
Belvedere Building,
69 Pitts Bay Road, Ground Floor,
Pembroke, HM08
Bermuda
Attention: Investor Relations
Telephone: +1 441 405 7800
Email: info@ardmoreshipping.com

We will also furnish any exhibit to the Form 20-F, if specifically requested.

Q:

What items of business will be voted on at the annual meeting?

​

A:

The items of business scheduled to be voted on at the annual meeting are:

​

•

the election of two Class III directors to our Board for a term of three years; and

​

•

any other business that properly comes before the annual meeting.

​

Q:

How does the Board recommend that I vote?

​

A:

The Board recommends that you vote your shares “FOR” each of the nominees to the Board.

​

Q:

What shares can I vote?

​

A:

Each share of our common stock issued and outstanding as of the close of business on April 4, 2019, the record date for the annual meeting, is entitled to be voted on all items being voted upon at the annual meeting. The record date for the annual meeting is the date used to determine both the number of shares of our common stock that are entitled to be voted at the annual meeting and the identity of the shareholders of record and beneficial owners of those shares of common stock who are entitled to vote those shares at the annual meeting. On the record date for the annual meeting, we had 33,097,831 shares of common stock issued and outstanding.

​

2

You may vote all shares owned by you as of the record date for the annual meeting, including (1) shares held directly in your name as the shareholder of record; and (2) shares held for you as the beneficial owner through a broker, trustee or other nominee such as a bank.

Q:

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

​

A:

Most of our shareholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

​

Shareholder of Record

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the shareholder of record , and these proxy materials are being sent directly to you by us. As the shareholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the meeting. We have enclosed or sent a proxy card for you to use.

Beneficial Owner

If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the annual meeting.

Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee should have provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.

Q:

How can I attend the annual meeting?

​

A:

You are entitled to attend the annual meeting only if you were an Ardmore shareholder as of the close of business on April 4, 2019 or you hold a valid proxy for the annual meeting. You should be prepared to present photo identification for admittance. In addition, if you are a shareholder of record, your name will be verified against the list of shareholders of record on the record date prior to your being admitted to the annual meeting. If you are not a shareholder of record but hold shares through a broker or nominee ( i.e. , in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to the record date, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership. If you do not provide photo identification or comply with the procedures outlined above upon request, you will not be admitted to the annual meeting. The meeting is scheduled to begin promptly at 10:00 a.m. Atlantic Time.

​

Q:

How can I vote my shares in person at the annual meeting?

​

A:

Shares held in your name as the shareholder of record may be voted in person at the annual meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the annual meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

​

Q:

How can I vote my shares without attending the annual meeting?

​

A:

Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the meeting. If you are a shareholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee.

​

3

Q:

Can I change my vote?

​

A:

You may change your vote at any time prior to the vote at the annual meeting. If you are the shareholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by providing a written notice of revocation to our Secretary by mail received prior to your shares being voted, or by attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the meeting and voting in person.

​

Q:

Is my vote confidential?

​

A:

Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Ardmore or to third parties, except (1) as necessary to meet applicable legal requirements; (2) to allow for the tabulation of votes and certification of the vote; and (3) to facilitate a successful proxy solicitation. Occasionally, shareholders provide written comments on their proxy card, which are then forwarded to our management.

​

Q:

How many shares must be present or represented to conduct business at the annual meeting?

​

A:

The general quorum requirement for holding the annual meeting and transacting business is that holders of at least one-third of the total voting power of all shares of Ardmore common stock entitled to vote must be present in person or represented by proxy. Abstentions are counted for the purpose of determining the presence of a quorum, but broker non-votes (as explained below) will not be counted for purposes of determining the presence of a quorum.

​

Q:

How are votes counted?

​

A:

In the election of directors, you may vote “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. For any other item of business, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” If you “ABSTAIN” the abstention has the same effect as a vote “AGAINST.”

​

If you provide specific instructions for a given item, your shares will be voted as you instruct on such item. If you sign your proxy card or voting instruction card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board ( i.e. , “FOR” all of Ardmore’s nominees to the Board, and in the discretion of the proxyholders on any other matters that properly come before the meeting.)

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained.

Q:

What is the voting requirement to approve each of the proposals?

​

A:

In the election of directors, the two persons receiving the highest number of  “FOR” votes at the annual meeting will be elected. Any other proposal will require the affirmative “FOR” vote of a majority of the total voting power of those shares of common stock present in person or represented by proxy and entitled to vote on that proposal at the annual meeting.

​

4

Q:

Is cumulative voting permitted for the election of directors?

​

A:

No. Ardmore does not allow you to cumulate your vote in the election of directors. For all matters proposed for shareholder action at the annual meeting, each share of our common stock outstanding as of the close of business on the record date is entitled to one vote.

​

Q:

What happens if additional matters are presented at the annual meeting?

​

A:

Other than the one item of business described in this proxy statement, we are not aware of any business to be acted upon at the annual meeting. If you grant a proxy, the persons named as proxyholders, Anthony Gurnee, Paul Tivnan and Amelia Mitchell, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of our nominees are not available as a candidate for director, the persons named as proxyholders will vote your proxy for such candidate or candidates as may be nominated by the Board, unless the Board chooses to reduce the number of directors serving on the Board.

​

Q:

What should I do if I receive more than one set of voting materials?

​

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. Please follow the voting instructions for each instruction card that you receive. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card that you receive.

​

Q:

How may I obtain a separate set of voting materials?

​

A:

If you share an address with another shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now or in the future, you may contact us to request a separate copy of these materials at:

​

Ardmore Shipping Corporation
Belvedere Building,
69 Pitts Bay Road, Ground Floor,
Pembroke, HM08
Bermuda
Attention: Investor Relations
Telephone: +1 441 405 7800
Email: info@ardmoreshipping.com

Similarly, if you share an address with another shareholder and have received multiple copies of our proxy materials, you may contact us as indicated above to request delivery of a single copy of these materials.

Q:

Who will bear the cost of soliciting votes for the annual meeting?

​

A:

We are making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing proxy materials and soliciting votes. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. Upon request, we will reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy and solicitation materials to shareholders.

​

Q:

Where can I find the voting results of the annual meeting?

​

A:

We intend to announce preliminary voting results at the annual meeting and publish final results in a report on Form 6-K following the annual meeting.

​

5

Q:

What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as directors?

​

A:

You may submit proposals, including director nominations, for consideration at future shareholder meetings as indicated below.

​

Shareholder Proposals

For a shareholder proposal to be considered for inclusion in our proxy statement for the annual meeting next year, the written proposal must be received by our Secretary at the address set forth below no later than January 29, 2020. Such proposals also will need to comply with our bylaws provisions regarding business to be brought before a shareholder meeting. Proposals should be delivered or sent by mail, addressed to:

Ardmore Shipping Corporation
Belvedere Building,
69 Pitts Bay Road, Ground Floor
Pembroke, HM08
Bermuda
Attention: Secretary

For a shareholder proposal that is not intended to be included in our proxy statement as described above, the shareholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of our common stock to approve that proposal, provide the information required by our bylaws and give timely notice to our Secretary in accordance with the bylaws, which, in general, require that the notice be received by the Secretary not less than 120 days or more than 150 days prior to the anniversary date of the immediately preceding annual meeting of shareholders.

Nomination of Director Candidates

You may propose director candidates for consideration by the Board’s Nominating and Corporate Governance Committee. Any such recommendation should include the nominee’s name and qualifications for Board membership, comply with the further requirements set forth in our bylaws provisions regarding nomination of director candidates and be sent to our Secretary at the address set forth above. Please read “Corporate Governance Principles and Board Matters—Consideration of Director Nominees” below. In addition, our bylaws permit shareholders to nominate directors for election at an annual shareholder meeting. To nominate a director, the shareholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of our common stock to elect such nominee and provide the information required by our bylaws, as well as a statement by the nominee acknowledging that he or she consents to being nominated and will serve as a director if elected. In addition, the shareholder must give timely notice to our Secretary in accordance with the bylaws, which, in general, require that the notice be received by the Secretary within the time period described above under “Shareholder Proposals.”

Copy of Bylaws Provisions

You may contact our Secretary at the address set forth above for a copy of the relevant bylaws provisions containing the requirements for making shareholder proposals and nominating director candidates. Our bylaws are attached as Exhibit 1.2 to our Annual Report on Form 20-F filed with the SEC on February 15, 2019 and available on the SEC’s EDGAR database on the SEC’s website at www.sec.gov .

6

Q:

How may I communicate with Ardmore’s Board or the non-management directors on Ardmore’s Board?

​

A:

You may submit any communication intended for Ardmore’s Board by directing the communication by mail or fax addressed to:

​

Ardmore Shipping Corporation
Belvedere Building,
69 Pitts Bay Road, Ground Floor,
Pembroke, HM08
Bermuda
Attention: Chairman
Fax: + 1 441 292 2024

Communications that are intended specifically for non-management directors should be addressed to the Nominating and Corporate Governance Committee and sent to the above address.

7

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Ardmore is committed to sound corporate governance principles. These principles contribute to our business success and are essential to maintaining our integrity in the marketplace. Our Code of Ethics is available under the “Investors—Corporate Governance” section of our website at www.ardmoreshipping.com .

Board Independence

The Board has determined that each of our directors are “independent” under the rules of the New York Stock Exchange (or the NYSE ) and the rules and regulations of the SEC, except for (i) Anthony Gurnee, our Chief Executive Officer and President and (ii) Reginald Jones, who is the co-founder and Managing Partner of Greenbriar Equity Group LLC and a former executive of GA Holdings LLC, which was our largest shareholder until its sale of our shares it held to the public and to us and its subsequent dissolution in 2017. Mr. Jones is not standing for re-election at the 2019 annual meeting of shareholders.

Board Structure and Committee Composition

We have chosen to separate the positions of Chairman of the Board and Chief Executive Officer and to have those positions occupied by different individuals, believing that the primary purpose of the Chairman of the Board and the Board is to protect shareholders’ interests by providing oversight of management and that such separation consequently promotes greater management accountability to our shareholders.

The Board currently consists of seven directors and, following the 2019 annual meeting of shareholders, the Board will consist of six directors.

The Board has the following standing committees: (1) Audit Committee; (2) Nominating and Corporate Governance Committee; and (3) Compensation Committee. The function of each of the committees is described later in this section. Each of the committees operates under a written charter adopted by the Board. All of the committee charters are available under the “Investors – Corporate Governance” section of our website at www.ardmoreshipping.com . During 2018, the Board held ten meetings. All of our directors attended all of these Board meetings. Each member of the Board committees attended all of their respective committee meetings in 2018. The membership of each of the committees as of the date of this proxy statement, and the number of meetings of each committee held in 2018, are as follows:

X

= Committee member

​

*

= Chair

​

(1)

Mr. Jones will not be standing for re-election at the 2019 annual meeting of shareholders.

​

(2)

Mr. Berglund is expected to be appointed as a member of the Nominating and Corporate Governance Committee following the 2019 annual meeting of shareholders when Mr. Jones is no longer a member of the board.

​

8

Audit Committee

Our Audit Committee is composed of three members. The Board has determined that each voting member of the Audit Committee is “independent” under the applicable rules of the NYSE and the rules and regulations of the SEC. All members of the committee are financially literate and the Board has determined that Brian Dunne qualifies as an audit committee financial expert. The Audit Committee, among other things, reviews our external financial reporting, engages our external auditors and oversees our financial reporting, procedures and the adequacy of our internal accounting controls.

The report of the Audit Committee is included on page 20 of this proxy statement.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee currently is composed of two directors who are independent under the rules of NYSE and one non-independent director, Reginald Jones, who is not standing for re-election at this 2019 annual meeting of shareholders. Following the 2019 annual meeting of shareholders, independent director Mr. Mats Berglund is expected to join the committee. The Nominating and Corporate Governance Committee recommends director and committee member candidates to the Board. The committee also advises the Board regarding corporate governance practices.

Compensation Committee

Our Compensation Committee is composed of three directors who are independent under the rules of NYSE and one non-independent director, Reginald Jones, who is not standing for re-election at this 2019 annual meeting of shareholders. The Compensation Committee oversees our equity incentive plan and recommends director and senior employee compensation.

Consideration of Director Nominees

The Nominating and Corporate Governance Committee uses a variety of methods to identify director nominees, such as professional search firms, shareholders or others. The committee considers properly submitted shareholder nominations for Board candidates. In evaluating director nominees, the committee considers the qualifications, skills, experience, background and knowledge of the nominees in light of the overall composition of the existing Board. For a description of the process for nominating directors in accordance with our bylaws, please read “Questions and Answers about the Proxy Materials and the Annual Meeting — What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as directors?” on page 6 of this proxy statement.

Exemptions from NYSE Corporate Governance Rules

We, as a “foreign private issuer,” are not required to comply with certain corporate governance practices followed by U.S. companies under NYSE rules. We believe that our established corporate governance practices provide adequate protection to our shareholders. In this respect, we have voluntarily adopted a number of NYSE required practices, such as having a majority of independent directors and establishing a Compensation Committee and a Nominating and Corporate Governance Committee.

The following are the significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies listed on the NYSE, and which differences are permitted by NYSE rules for “foreign private issuers” such as us:

•

The NYSE requires that U.S. issuers have an audit committee, a compensation committee and a nominating and corporate governance committee, each comprised entirely of independent directors. Our Audit Committee consists of three independent directors. Our Compensation Committee consists of three independent directors and one non-independent director, Reginald Jones, who is not standing for re-election at this 2019 annual meeting of shareholders. Our Nominating and Corporate Governance Committee currently consists of two independent directors and one non-independent director, Reginald Jones, who is not standing for re-election at this 2019 annual meeting of shareholders.

​

9

•

As a foreign private issuer, we are not required to obtain shareholder approval prior to the adoption of equity compensation plans or certain equity issuances, including, among others, issuing 20% or more of our outstanding common shares or voting power in a transaction. Our board of directors approves the adoption of equity compensation plans in lieu of such shareholder approval, and we do not intend to seek shareholder approval prior to equity issuances that otherwise would require such approval if we were not a foreign private issuer.

​

•

The NYSE requires companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines under Marshall Islands law and we have not adopted such guidelines.

​

10

COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT

Compensation Philosophy

Our director and executive compensation policy aims to align the interests of our directors and management with those of our shareholders. In this regard, we have determined that it will generally be beneficial to us and to our shareholders for our directors and management to have a stake in our long-term performance. We expect that a meaningful component of our compensation package for our directors and management will consist of equity interests in Ardmore in order to promote this alignment of interests.

Equity Incentive Plan

We currently have an equity incentive plan, the 2013 Equity Incentive Plan (the “plan”), under which directors, officers, and employees (including any prospective officer or employee) of us and our subsidiaries and affiliates, and consultants and service providers to (including persons who are employed by or provide services to any entity that is itself a consultant or service provider to) us and our subsidiaries and affiliates, as well as entities wholly-owned or generally exclusively controlled by such persons, may be eligible to receive incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, unrestricted stock and other equity-based or equity-related awards that the plan administrator determines are consistent with the purposes of the plan and our interests. Subject to adjustment for changes in capitalization, the aggregate number of shares of our common stock with respect to which awards may at any time be granted under the plan will not exceed 8% of the issued and outstanding shares of our common stock at the time of issuance of the award. The plan is administered by the Compensation Committee of the Board. For additional information about the plan please see Item 6.B of our Annual Report on Form 20-F for the year ended December 31, 2018.

Director and Senior Management Compensation

We paid $2.4 million in aggregate cash compensation to members of our senior executive officers for 2018. On April 4, 2018 we cancelled 1,078,125 stock appreciation rights awarded on August 1, 2013 (the “IPO SARs”), which had a per share exercise price significantly in excess of the current fair market value of a share of our common stock and replaced the IPO SARs with new SAR awards of 1,649,098 SARs to our senior executive officers and 70,676 SARs to our non-employee directors (the “New SARs”) that will vest in three equal annual tranches. The New SARs have a contractual term of seven years and provide for certain dividend equivalent rights, pursuant to which the holder will be entitled upon vesting of the SARs to payment in the form of additional shares equal to the value of any cash dividends declared and payable during the applicable vesting period with respect to the shares underlying the portion of the SARs that vest. The New SARs do not have a market condition and were valued using the Black-Scholes model. The SAR awards may receive accelerated vesting in cases of termination of service due to death or disability or in connection with a change of control of Ardmore, and are subject to adjustment in the event of certain changes in capitalization or other significant corporate events, as more fully set forth in the plan.

On January 2, 2019, Ardmore granted 176,659 restricted stock units (“RSUs”) to certain of its senior executive officers that will vest in two equal annual tranches, and on March 6, 2019, Ardmore granted 86,210 RSUs, and 560,000 SARs to certain of its senior executive officers that will vest in three equal annual tranches. Under an RSU award, the grantee is entitled to receive a share of Ardmore common stock for each RSU at the end of the vesting period. Payment under the RSU will be made in the form of shares of Ardmore common stock. The cost of RSUs will be recognized by us on a straight-line basis. Our policy for issuing shares upon the exercise, if any, of the RSUs is to register and issue new common shares to the beneficiary. Please see Item 6.B Item 6.B of our Annual Report on Form 20-F for the year ended December 31, 2018 and Note 19 “Share based compensation” to our consolidated financial statements included in such Annual Report, for additional information about the RSU and SAR awards.

For 2018, each of our non-employee directors received cash compensation in the aggregate amount of $65,000, plus an additional fee of  $20,000 for each committee for which a director served as Chairman, $10,000 for each member of the audit committee and $5,000 for each member of other committees, plus reimbursements for actual expenses incurred while acting in their capacity as a director. Our Chairman received an additional $65,000 per year. We paid $551,000 in aggregate cash compensation to our directors for 2018. We do not have a retirement plan for our officers or directors.

Each director and officer is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.

11

PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Ardmore’s Board is divided into three classes: Class I, Class II and Class III. The number of directors in each class is required to be as nearly equal as possible. At the 2019 annual meeting, shareholders will elect two Class III directors to serve for three-year terms until the 2022 annual meeting and until their successors are elected. One existing Class III director, Reginald Jones, is not standing for re-election at the 2019 annual meeting of shareholders. The remaining four directors are divided into two Class I directors and two Class II directors, whose terms expire in 2020 and 2021, respectively. Votes at the 2019 annual meeting may not be cast for a greater number of director nominees than two.

Information regarding the business experience of each nominee and each continuing director is provided below. There are no family relationships among our executive officers and directors.

If you sign your proxy or voting instruction card but do not give instructions for the voting of directors, your shares will be voted “FOR” the two persons recommended by the Board. If you wish to give specific instructions for the voting of directors, you may do so by indicating your instructions on your proxy or voting instruction card.

The two persons receiving the highest number of  “FOR” votes represented by shares of Ardmore’s common stock, present in person or represented by proxy and entitled to be voted at the annual meeting, will be elected.

The Board expects that all of the nominees will be available to serve as directors. If for any unforeseen reason any of the Board’s nominees is not available as a candidate for director, the proxyholders, Anthony Gurnee, Paul Tivnan and Amelia Mitchell, will vote your proxy for such other candidate or candidates as may be nominated by the Board, unless the Board chooses to reduce the number of directors serving on the Board.

The Board recommends a vote FOR the election to the Board of each of the following nominees:

INFORMATION ABOUT DIRECTORS STANDING FOR ELECTION

Class III Directors (terms would expire in 2022)

Brian Dunne
Director since 2013
Age 52

Brian Dunne has been a director of Ardmore since June 2010. He is also a director of ReAssure Group and Ark Life Assurance Company (subsidiaries of SwissRe in the UK and Ireland), Aergen Aviation Finance, Chorus Aviation Capital (Ireland) and AASET 2018-2. He was previously the Chairman of Aviva’s health insurance business in Ireland, a director of its Irish life and pensions business and a director of several other private companies. Mr. Dunne was the Chief Financial Officer of ACE Aviation Holdings Inc. (“ACE”) from 2005 until 2012 and was the President of the company in 2011 and 2012. ACE was the parent holding company of the reorganized Air Canada and a number of other entities including Aeroplan LP (now AIMIA Inc.) and Air Canada Jazz (now Chorus Aviation Inc.). Mr. Dunne was also a director of Air Canada from its initial public offering in 2006 until 2008. Prior to joining ACE, Mr. Dunne was Chief Financial Officer and a director of Aer Lingus Group plc. He started his career at Arthur Andersen in 1987 and became a partner in 1998. Mr. Dunne is a Fellow of the Institute of Chartered Accountants in Ireland and holds a Bachelor of Commerce degree and a post-graduate diploma in Professional Accounting from the University College Dublin.

Curtis Mc Williams
Director since 2016
Age 63

Curtis Mc Williams has been a director of Ardmore since January 2016 and has been our Chairman since January 1, 2019. Mr. Mc Williams is a real estate industry veteran with over 25 years of experience in finance and real estate. He currently serves as the lead Independent Director of Braemar Hotels & Resorts

12

Inc. and as a member of the Board of Directors of RW Holdings NNN REIT, Inc. He retired from his position as President and Chief Executive Officer of CNL Real Estate Advisors, Inc. in 2010 after serving in the role since 2007. Mr. Mc Williams was also the President and Chief Executive Officer of Trustreet Properties Inc. from 1997 to 2007, and a director of the company from 2005 to 2007. He served on the Board of Directors and as the Audit Committee Chairman of CNL Bank from 1999 to 2004 and has over 13 years of investment banking experience at Merrill Lynch & Co. Mr. Mc Williams has a Master’s degree in Business with a concentration in Finance from the University of Chicago Graduate School of Business and a Bachelor of Science in Engineering in Chemical Engineering from Princeton University.

INFORMATION ABOUT DIRECTORS CONTINUING IN OFFICE

Set forth below is information about other Ardmore directors with terms continuing as of the 2019 annual meeting.

Class II Directors (terms expire in 2021)

Anthony Gurnee
Director since 2013
Age 58

Anthony Gurnee has been our President, Chief Executive Officer and a director of Ardmore since 2010. Between 2000 and 2008, he was the Chief Executive Officer of Industrial Shipping Enterprises, Inc., a containership and chemical tanker company, and Chief Operating Officer of MTM Group, an operator of chemical tankers. From 1992 to 1997, he was the Chief Financial Officer of Teekay Corporation, where he led the company’s financial restructuring and initial public offering. Mr. Gurnee began his career as a financier with Citicorp, and he served for six years as a surface line officer in the U.S. Navy, including a tour with naval intelligence. He is a graduate of the U.S. Naval Academy and earned an MBA at Columbia Business School, is a CFA charter holder, and a fellow of the Institute of Chartered Shipbrokers.

Helen Tveitan de Jong
Director since 2018
Age 51

Helen Tveitan de Jong has been a director of Ardmore since September 2018. She is Chairman and Chief Executive Officer of Carisbrooke Shipping Holdings Ltd., a specialist owner operator of mini-bulk and project cargo ships controlling a fleet of 32 ships. Previously, Ms. Tveitan de Jong held a variety of senior ship finance roles, including as a founding partner at shipping finance advisory firm THG Capital from 2001 to 2007, and she has held several positions as interim Finance Director for shipping companies, most notably in the drybulk sector, from 2003 to 2017. Ms. Tveitan de Jong graduated with a DRS in Economics from Rotterdam’s Erasmus University.

Class I Directors (terms expire in 2020)

Peter Swift
Director since 2013
Age 74

Peter Swift has served as a director of Ardmore since its IPO in August 2013. Dr Swift’s career spans more than 50 years in the maritime industry, and he is presently serving in International non-profit and charitable directorships, including as the Vice Chairman of the Sailors’ Society and a Trustee of ISWAN, which includes oversight of Maritime Piracy Humanitarian Response Programme, where he was the former Chairman. He is a Member of the American Bureau of Shipping and the IMO Committee of the Royal Institution of Naval Architects and a Director of the Green Award Foundation and the Maritime Industry Foundation. Dr Swift was previously the Managing Director of INTERTANKO from 2000 to 2010 and a Director of Seascope Shipping Limited from 1999 to 2001. He was employed by Royal Dutch Shell from 1975 to 1999 in a range of senior, international, commercial and technical positions. Dr Swift holds a PhD in Transport Economics, an MS in Engineering degree from the University of Michigan, and a BSc in Naval Architecture from the University of Durham. He is a Chartered Engineer, a Fellow of the Royal Institution of Naval Architects and Member of the Society of Naval Architects and Marine Engineers.

13

Mats Berglund
Director since 2018
Age 56

Mats Berglund has been a director of Ardmore since September 2018. Since June 2012 he has been the Chief Executive Officer and a Director of Pacific Basin, a Hong Kong-listed owner and operator of drybulk vessels controlling a fleet of over 200 ships. Mr. Berglund has more than 30 years of shipping experience in Europe, the United States and Asia, including as Chief Financial Officer and Chief Operating Officer of marine fuel trader Chemoil Energy and Head of Crude Transportation for Overseas Shipholding Group. Previously, he served in a variety of leadership roles across the Stena group of companies, culminating as President of Stena Rederi, Stena’s parent company for all shipping activities. Mr. Berglund holds an Economist (Civilekonom) degree from the Gothenburg University Business School and is a graduate of the Advanced Management Program at Harvard. He is an Executive Committee Member of the Hong Kong Shipowners Association and serves on the North of England P&I Club Members Board.

14

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership, as of April 4, 2019 (except as otherwise noted), of our common stock by:

•

each person or entity known by us to beneficially own 5% or more of our common stock; and

​

•

all our current directors, executive officers and senior management, as a group.

​

The information provided in the table is based on information filed with the SEC and information provided to us.

The number of shares beneficially owned by each person, entity, director, executive officer or other member of senior management is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person or entity beneficially owns any shares as to which the person or entity has or shares voting or investment power. In addition, a person or entity beneficially owns any shares that the person or entity has the right to acquire as of the date 60 days after April 4, 2019 through the exercise of any stock option or other right; however, any such shares are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, each person or entity has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table.

(1)

Based on 33,097,831 shares of common stock outstanding on March 31, 2019

​

(2)

This information is based on the Schedule 13G filed with the SEC on January 29, 2019

​

(3)

This information is based on the Schedule 13G filed with the SEC on February 8, 2019. According to this Schedule 13G, Donald Smith & Co., Inc. possessed sole voting power over 2,780,282 shares and sole dispositive power over 3,041,010 shares; Donald Smith Long/Short Equities Fund, L.P. possessed sole voting power over 9,230 shares and sole dispositive power over 3,041,010 shares; Jon Hartsel possessed sole voting over 18,527 shares and sole dispositive power over 3,041,010 shares; and Kamal Shah possessed sole voting power over 3,200 shares and sole dispositive power over 3,041,010 shares.

​

(4)

This information is based on the Amendment No. 1 to Schedule 13G filed with the SEC on February 12, 2019.

​

(5)

This information is based on the Schedule 13G filed with the SEC on February 4, 2019. According to this Schedule 13G, The Bank of New York Mellon Corporation possessed sole voting power over 2,098,919 shares, sole dispositive power over 2,002,209 shares and shared dispositive power over 121,889 shares; BNY Mellon IHC, LLC possessed sole voting power over 1,920,765 shares, sole dispositive power over 1,824,055 shares and shared dispositive power over 121,889 shares; and MBC Investments Corporation possessed sole voting over 1,920,765 shares, sole dispositive power over 1,824,055 shares and shared dispositive power over 121,889 shares.

​

15

(6)

This information is based on the Amendment No.3 to Schedule 13G filed with SEC on January 16, 2019.

​

(7)

This information is based on the Schedule 13G filed with SEC on February 8, 2019.

​

(8)

This information is based on the Schedule 13G filed with the SEC on February 8, 2019.

​

*

Less than 1% of outstanding shares of our common stock.

​

As of March 31, 2019, we had two shareholders of record located in the United States, one of which is Cede & Co., a nominee of The Depository Trust Company, which held an aggregate of 32,975,511 shares of our common stock, representing 99.63% of our outstanding shares of common stock. We believe that the shares held by Cede & Co. include shares of common stock beneficially owned by both holders in the United States and non-U.S. beneficial owners.

Our major shareholders have the same voting rights as our other shareholders. No corporation or foreign government or other natural or legal person owns more than 50% of our outstanding common stock. We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Ardmore.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Neither we nor any of our subsidiaries engaged in, or were a party to, any related party transactions during 2018.

16

17

Executive Employment Agreements

We have entered into employment agreements with our four executive officers, being Anthony Gurnee, Paul Tivnan, Mark Cameron and Gernot Ruppelt. These employment agreements became effective as of August 1, 2013 and all will terminate in accordance with their terms. Pursuant to the terms of their respective employment agreements, our executive officers are prohibited from disclosing or unlawfully using any of our material confidential information. The employment agreements also include one-year non-solicitation and one-year non-compete clauses following the cessation of the employee’s employment with us.

The employment agreements require that we maintain director and officer insurance and that we indemnify and hold the employee harmless against all expenses, liability and loss (including reasonable and necessary attorneys’ fees, judgments, fines and amounts paid in settlement) in connection with any threatened or pending action, suit or proceeding, to which the employee is a party or is threatened to be made a party as a result of the employee’s employment with us. The indemnification provisions exclude fraud, willful misconduct or criminal activity on the employee’s behalf.

18

PRINCIPAL AUDITOR FEES AND SERVICES

Our principal accountants for the fiscal years 2018 and 2017 were Ernst & Young.

Audit Fees.    The audit fees for the audit of each of the years ended December 31, 2018 and 2017 were $0.6 million and $0.4 million respectively.

Audit-Related Fees.    The audit-related fees billed by our principal accountants in 2018 and 2017 were $75,000 and $142,000, respectively.

Tax Fees.    There were no tax fees billed by our principal accountants in 2018 or 2017.

Other Fees.    There were no other fees billed by our principal accountants in 2018 or 2017.

The Audit Committee of the Board is responsible for the appointment, replacement, compensation, evaluation and oversight of the work of the independent auditors. As part of this responsibility, the audit committee pre-approves the audit and non-audit services performed by the independent auditors in order to assure that they do not impair the auditors’ independence. The Audit Committee has adopted a policy which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditors may be pre-approved.

The Audit Committee separately pre-approved all engagements and fees paid to our principal accountants in 2018 and 2017.

19

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee, among other things, reviews our external financial reporting, engages our external auditors and oversees our financial reporting procedures and the adequacy of our internal accounting controls. The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and to receive appropriate funding, as determined by the Audit Committee, from us for such advice and assistance.

Ardmore’s management has primary responsibility for preparing Ardmore’s consolidated financial statements and for Ardmore’s financial reporting process. Our independent auditors, Ernst & Young, Dublin, Ireland, are responsible for expressing an opinion on the conformity of our audited consolidated financial statements with accounting principles generally accepted in the United States.

In this context, the Audit Committee reports as follows:

1.

The Audit Committee has reviewed and discussed the audited consolidated financial statements for 2018 with Ardmore’s management.

​

2.

The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement of Auditing Standards No. 1301, as adopted by the U.S. Public Company Accounting Oversight Board, as amended or modified.

​

3.

The Audit Committee has received the letter and written disclosures from the independent auditors required by the Public Company Accounting Oversight Board, and has discussed the matter of independence with the independent auditors.

​

4.

Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee has recommended to the Board, and the Board has approved, that Ardmore’s audited consolidated financial statements be included in Ardmore’s Annual Report on Form 20-F for 2018, for filing with the SEC.

​

The undersigned members of the Audit Committee have submitted this Report to the Board.

Brian Dunne, Chair
Curtis McWilliams
Helen Tveitan de Jong

20