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Exhibit 99.1

Proxy Statement

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June 20, 2014

Dear Stockholders:

You are invited to attend a special meeting (the “ Special Meeting ”) of the stockholders of Star Bulk Carriers Corp. (the “ Company ” or “ Star Bulk ”), to be held on July 11, 2014, at the Hotel Grande Bretagne, Syntagma Square, Athens 10564, Greece at 11:00 a.m. (local time).

At the Special Meeting you will be asked to approve the Agreement and Plan of Merger, dated as of June 16, 2014 (as amended from time to time, the “ Merger Agreement ”) among Star Bulk, Star Synergy LLC, a Marshall Islands limited liability company and a wholly-owned subsidiary of Star Bulk (“ Oaktree Holdco Merger Sub ”), Star Omas LLC, a Marshall Islands limited liability company and a wholly-owned subsidiary of Star Bulk (“ Pappas Holdco Merger Sub ” and together with Oaktree Holdco Merger Sub, the “ Merger Subs ”), Oaktree OBC Holdings LLC, a Marshall Islands limited liability company controlled by investment funds managed by Oaktree Capital Management, L.P. (the “ Oaktree Holdco ”), Millennia Limited Liability Company, a Marshall Islands limited liability company controlled by certain immediate family members of Star Bulk non-Executive Chairman Mr. Petros Pappas, including Milena Maria Pappas, who is also one of our directors (the “ Pappas Holdco ” and, together with the Oaktree Holdco, the “ Oceanbulk Holdcos ”), Oaktree Dry Bulk Holdings LLC, a Marshall Islands limited liability company (the “ Oaktree Seller ”) and Millennia Holdings LLC, a Marshall Islands limited liability company (the “ Pappas Seller ” and, together with the Oaktree Seller, the “ Sellers ”), pursuant to which each of the Oceanbulk Holdcos will merge with and into one of the Merger Subs (the “ Merger ”), with the Merger Subs continuing as the surviving companies and wholly-owned subsidiaries of Star Bulk.

The Oceanbulk Holdcos collectively own all of the outstanding equity interests in Oceanbulk Shipping LLC, a Marshall Islands limited liability company (“ Oceanbulk Shipping ”) and Oceanbulk Carriers LLC, a Marshall Islands limited liability company (“ Oceanbulk Carriers ” and, together with Oceanbulk Shipping, “ Oceanbulk ”), which, through their subsidiaries, either own and operate a fleet of 12 dry bulk carrier vessels, with an average age as of May 31, 2014 of 5.3 years, including five Capesize vessels, two Post-Panamax vessels, three Kamsarmax vessels and two Supramax vessels and own contracts for the construction of 25 newbuilding dry bulk vessels with fuel efficiency specifications at shipyards in Japan and China. Currently, investment funds affiliated with the Oaktree Seller beneficially own approximately 19.6% of the outstanding common shares of Star Bulk and, indirectly through Oaktree Holdco, also beneficially own 90% of the equity interests in Oceanbulk. As part of the Merger, Star Bulk has agreed to acquire two Kamsarmax vessels (the “ Heron Vessels” ) from Heron Ventures Ltd. (the “ Heron JV ”), a joint venture in which Oceanbulk owns indebtedness that is convertible into 50% of the equity of the Heron JV, for an aggregate of 2,115,706 shares of common stock (“ common shares ”) of the Company (the “ Heron Consideration ”).

In addition, at the Special Meeting you will be asked to approve the Share Purchase Agreement, dated as of June 16, 2014 (as amended from time to time, the “ Pappas Agreement ”) among Star Bulk, Mirabel Shipholding & Invest Limited (“ Mirabel ”), Mirach Shipping Company Limited (“ Mirach ”) and Bluesea Invest and Holding Limited (together with Mirabel and Mirach, the “ Pappas Entities ”), entities controlled by certain members of the family of our non-Executive Chairman, Mr. Petros Pappas, including Milena Maria Pappas, who is also one of our directors, pursuant to which Star Bulk has agreed to, subject to the satisfaction or waiver of the conditions set forth in the Pappas Agreement, substantially concurrently with the completion of the Merger, acquire all of the issued and outstanding shares of Dioriga Shipping Co. (“ Dioriga ”) and Positive Shipping Company (“ Positive Shipping ”), which own and operate a dry bulk carrier vessel and a contract for the construction of a newbuilding drybulk carrier with fuel efficient specifications, respectively (such vessels being the “ Pappas Vessels ”, and the acquisition of the Pappas Entities being the “ Pappas Companies Acquisition ”).

Your vote is very important. Whether or not you plan to attend the Special Meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy over the Internet or by telephone. If you attend the Special Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

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If the Merger is completed, all of the membership interests of the Oceanbulk Holdcos that are outstanding immediately prior to the effective time of the Merger will automatically be converted into the right to receive an aggregate of 48,395,766 common shares (the “ Merger Consideration ”), together with the Heron Consideration and certain distributions from the Heron JV, on the terms and subject to the conditions set forth in the Merger Agreement. The closing of the Pappas Companies Acquisition will, subject to the satisfaction or waiver of the conditions set forth in the Pappas Agreement, occur substantially concurrently with the completion of the Merger, at which time certain of the Pappas Entities will receive 3,592,728 common shares (the “ Pappas Consideration ”). The 50,511,472 common shares issued pursuant to the Merger Agreement, including the Heron Consideration, together with the Pappas Consideration, will represent 64.7% of the outstanding common shares immediately after the closing thereof.

By virtue of the Merger and the Pappas Companies Acquisition, the Company has agreed to assume, including by way of refinance, all of the outstanding indebtedness of Oceanbulk, Dioriga and Positive Shipping. The Company has also agreed to refinance the indebtedness of the Heron JV applicable to the Heron Vessels as of the date the Company acquires such Heron Vessels. If the Merger, including the acquisition of the Heron Vessels and the Pappas Vessels, had closed on March 31, 2014, we would have had total outstanding indebtedness of $383.99 million and the book value of our assets would have been $1,364.97 million.

Pursuant to resolutions of a Special Committee of the Company’s Board of Directors (the “ Board ”) consisting of two disinterested directors who are not officers, employees, representatives, agents or affiliates of the Sellers, the Oceanbulk Holdcos or the Pappas Entities, and who do not have an economic interest in the Sellers, the Oceanbulk Holdcos or the Pappas Entities (the “ Special Committee ”), the Special Committee unanimously determined that the Merger Agreement, the Pappas Agreement, and the transactions contemplated thereby (the “ Transactions ” and collectively with the Merger Agreement and the Pappas Agreement, the “ Merger Agreement Proposal ”) as well as the Merger Consideration, the Pappas Consideration and the Heron Consideration are fair to and in the best interests of the Company and the stockholders of the Company, other than the Sellers and their respective affiliates (the “ Unaffiliated Stockholders ”). The Special Committee also unanimously declared advisable the Merger Agreement, the Pappas Agreement and the Transactions, including the Merger, and unanimously recommended to the Board that the Merger Agreement Proposal be approved by the Board and submitted for a vote at a meeting of the Company’s stockholders. The Special Committee made its determination after consultation with its independent legal and financial advisors and consideration of a number of factors, including a fairness opinion presented to the Special Committee by its independent financial advisors.

Following the recommendation of the Special Committee, all of the members of the Board, other than Mr. Petros Pappas and Ms. Milena Maria Pappas, who recused themselves from the Board’s vote based on the reasons set forth below, pursuant to resolutions adopted at a meeting of the Board held on June 15, 2014, (i) determined that the Merger Agreement Proposal as well as the Merger Consideration, the Pappas Consideration and the Heron Consideration are fair to and in the best interests of the Company and the Unaffiliated Stockholders, (ii) approved, adopted and declared advisable the Merger Agreement, the Pappas Agreement and the Transactions as well as the Merger Consideration, the Pappas Consideration and the Heron Consideration, (iii) resolved to recommend that the Merger Agreement Proposal be submitted at a meeting of the Company’s stockholders for approval and (iv) adopted the recommendation by the Special Committee that the Company’s stockholders approve the Merger Agreement Proposal. Mr. Petros Pappas and Ms. Milena Maria Pappas recused themselves from the Board’s vote authorizing the Transactions due to their relationships with the Sellers, Dioriga, Positive Shipping and the Pappas Entities.

The Board, acting upon the unanimous recommendation of the Special Committee and after consultation with its independent legal and financial advisors and consideration of a number of factors including a fairness opinion presented by its independent financial advisors, has determined that the Merger Agreement, the Pappas Agreement and the Transactions, including the Merger, the Pappas Companies Acquisition, the Merger Consideration, the Pappas Consideration and the Heron Consideration, are in the best interests of the Company and the Unaffiliated Stockholders, and has approved, adopted and declared advisable the Merger Agreement, the Pappas Agreement and the Transactions, including the Merger, the Pappas Companies Acquisition, the Merger Consideration, the Pappas Consideration and the Heron Consideration, and recommends that you vote “FOR” the Merger Agreement Proposal.

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The Company is holding the Special Meeting so that our stockholders may vote with respect to the adoption of the Merger Agreement Proposal. The proposed Transactions are very important and will have a transformative impact on the capitalization, balance sheet, ownership and governance of the Company. The Transactions also include proposed agreements with affiliates of the Company and two of our Directors, Mr. Petros Pappas and Ms. Milena Maria Pappas, who have a financial interest in the Transactions and who, collectively with their affiliates, will own approximately 12.6% of the outstanding common shares after giving effect to the Transactions. Moreover, the Oaktree Seller and its affiliates will own approximately 61.3% of the outstanding common shares after giving effect to the Transactions. Because of these and other considerations, the Special Committee and the Board of Directors, other than Mr. Petros Pappas and Ms. Milena Maria Pappas, unanimously determined that the Company seek approval of the Unaffiliated Stockholders for the Merger Agreement Proposal in the manner set forth in the following paragraph. Mr. Petros Pappas and Ms. Milena Maria Pappas recused themselves from the Board of Directors’ vote authorizing this transaction due to their financial interest in the Transactions and their relationships with the Sellers, Dioriga, Positive Shipping and the Pappas Entities. In addition, the Oaktree Seller, the Pappas Seller, and certain affiliates and related parties thereof (including Mr. Petros Pappas and Milena Pappas) agreed to voting restrictions, ownership limitations and standstill provisions, as the result of discussions between the Special Committee and other relevant parties, in order to mitigate the possibility that the transaction might be deemed a change of control of the Company for certain purposes.

Accordingly, the parties to the Merger Agreement and the Pappas Agreement have agreed to (i) seek the vote of the Company’s stockholders with respect to the Merger Agreement Proposal, and (ii) require that the approval of the Merger Agreement Proposal by the Company’s stockholders be a closing condition to the Transactions, which approval requires the affirmative vote of the holders of a majority of the common shares present (in person or by proxy) and voting at the Special Meeting. Each of the Sellers has agreed to cause themselves and their respective affiliates, including Ms. Milena Maria Pappas, to vote all common shares owned by them in favor of the Merger Agreement Proposal in the same proportion as the number of common shares that are voted in favor of the Merger Agreement Proposal by the Unaffiliated Stockholders entitled to vote at the Special Meeting, or any postponement or adjournment thereof. This means that the voting rights of each of the Sellers, the Pappas Entities and their respective affiliates would effectively be redistributed pro rata among the Unaffiliated Stockholders entitled to vote at the Special Meeting.

Certain stockholders of the Company affiliated with Monarch Alternative Capital LP (the “ Monarch Stockholders ”), which collectively own approximately 20.9% of the outstanding common shares and represent 28.2% of Unaffiliated Stockholders, have entered into a voting agreement with the Sellers and Mirabel pursuant to which, among other things and subject to certain conditions, the Monarch Stockholders have agreed to vote their shares in favor of approval of the Merger Agreement Proposal (the “ Voting Agreement ”).

The Board recommends that you vote “FOR” the proposal to approve the Merger Agreement Proposal.

The Company will also transact any other business that may properly come before the Special Meeting, or any adjournment or postponement of the Special Meeting, by or at the direction of the Board.

The obligation of the Company to complete the Merger is subject to the satisfaction or waiver of substantial conditions set forth in the Merger Agreement, including, without limitation, the conditions specified above. The obligation of the Company to complete the Pappas Companies Acquisition is subject to the satisfaction or waiver of substantial conditions set forth in the Pappas Agreement, including, without limitation, the completion of the Merger.

The accompanying proxy statement provides you with detailed information about the Special Meeting, the Merger Agreement, the Pappas Agreement and the Transactions, including the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. A copy of the Pappas Agreement is attached as Annex B to the proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the Pappas Agreement.

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If you have any questions or need assistance voting your shares, please call Advantage Proxy Inc., the Company’s proxy solicitor in connection with the Special Meeting, toll-free at (877) 870-8565 or if you are a bank or broker, (206) 870-8565.

Sincerely,

Spyros Capralos

Chief Executive Officer, President and Director

The accompanying proxy statement is dated June 20, 2014, and is first being mailed to the Company’s stockholders on or about June 20, 2014.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on July 11, 2014

Dear Stockholder:

You are cordially invited to attend a special meeting (the “ Special Meeting ”) of the stockholders of Star Bulk Carriers Corp. (the “ Company ” or “ Star Bulk ”), to be held on July 11, 2014, at Hotel Grande Bretagne, Syntagma Square, Athens 10564, Greece at 11:00 a.m.(local time), for the following purposes:

To consider and vote on a proposal to approve:

(i) the Agreement and Plan of Merger, dated as of June 16, 2014, (as amended from time to time, the “ Merger Agreement ”), among Star Bulk, Star Synergy LLC, a Marshall Islands limited liability company and a wholly-owned subsidiary of Star Bulk (“ Oaktree Holdco Merger Sub ”), Star Omas LLC, a Marshall Islands limited liability company and wholly-owned subsidiary of Star Bulk (“ Pappas Holdco Merger Sub ” and, together with Oaktree Holdco Merger Sub, the “ Merger Subs ”), Oaktree OBC Holdings LLC, a Marshall Islands limited liability company controlled by investment funds managed by Oaktree Capital Management, L.P. (the “ Oaktree Holdco ”), Millennia Limited Liability Company, a Marshall Islands limited liability company controlled by certain immediate family members of Star Bulk non-Executive Chairman Mr. Petros Pappas, including Milena Maria Pappas, who is also one of our directors (the “ Pappas Holdco ” and, together with the Oaktree Holdco, the “ Oceanbulk Holdcos ”), Oaktree Dry Bulk Holdings LLC, a Marshall Islands limited liability company (the “ Oaktree Seller ”) and Millennia Holdings LLC, a Marshall Islands limited liability company (the “ Pappas Seller ” and, together with the Oaktree Seller, the “ Sellers ”), pursuant to which each of the Oceanbulk Holdcos will merge with and into one of the Merger Subs (the “ Merger ”), with the Merger Subs continuing as the surviving companies and wholly-owned subsidiaries of Star Bulk;

(ii) the Share Purchase Agreement, dated as of June 16, 2014 (as amended from time to time, the “ Pappas Agreement ”) among Star Bulk, Mirabel Shipholding & Invest Limited (“ Mirabel ”), Mirach Shipping Company Limited (“ Mirach ”) and Bluesea Invest and Holding Limited (together with Mirabel and Mirach, the “ Pappas Entities ”), entities controlled by certain members of the family of our non-Executive Chairman, Mr. Petros Pappas, including Milena Maria Pappas, one of our directors, pursuant to which Star Bulk has agreed to, subject to the satisfaction or waiver of the conditions set forth in the Pappas Agreement, substantially concurrently with the completion of the Merger, acquire all of the issued and outstanding shares of Dioriga Shipping Co. (“ Dioriga ”) and Positive Shipping Company (“ Positive Shipping ”), which own and operate a dry bulk carrier vessel and a contract for the construction of a newbuilding drybulk carrier with fuel efficient specifications, respectively (such vessels being the “ Pappas Vessels ” and the acquisition of the Pappas Vessels being the “ Pappas Companies Acquisition ”); and

(iii) the transactions contemplated by each of the Merger Agreement and the Pappas Agreement (the “ Transactions ” and collectively with the Merger Agreement and the Pappas Agreement, the “ Merger Agreement Proposal ”).

The Oceanbulk Holdcos collectively own all of the outstanding equity interests in Oceanbulk Shipping LLC, a Marshall Islands limited liability company (“ Oceanbulk Shipping ”) and Oceanbulk Carriers LLC, a Marshall Islands limited liability company (“ Oceanbulk Carriers ” and, together with Oceanbulk Shipping, “ Oceanbulk ”), which, through their subsidiaries, own and operate a fleet of dry bulk carrier vessels and contracts for the construction of newbuilding dry bulk vessels. As part of the Merger, Star Bulk has agreed to acquire two

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Kamsarmax vessels (the “ Heron Vessels ”) from Heron Ventures Ltd. (the “ Heron JV ”), a joint venture in which Oceanbulk owns indebtedness that is convertible into 50% of the equity of the Heron JV, for an aggregate of 2,115,706 common shares of the Company (the “ Heron Consideration ”). Currently, investment funds affiliated with the Oaktree Sellers beneficially own approximately 19.6% of the outstanding common shares of Star Bulk and, indirectly through Oaktree Holdco, also beneficially own 90% of the membership interests in Oceanbulk. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. A copy of the Pappas Agreement is attached as Annex B to the accompanying proxy statement.

The Company will also transact any other business that may properly come before the Special Meeting, or any adjournment or postponement of the Special Meeting, by or at the direction of the Company’s Board of Directors (the “ Board ”).

If the Merger is completed, all of the membership interests of the Oceanbulk Holdcos that are outstanding immediately prior to the effective time of the Merger will automatically be converted into the right to receive an aggregate of 48,395,766 shares of common stock (“ common shares ”) of the Company (the “ Merger Consideration ”), together with the Heron Consideration and certain distributions from the Heron JV, on the terms and subject to the conditions set forth in the Merger Agreement. The closing of the Pappas Companies Acquisition will, subject to the satisfaction or waiver of the conditions set forth in the Pappas Agreement, occur substantially concurrently with the completion of the Merger, at which time certain of the Pappas Entities will receive 3,592,728 common shares (the “ Pappas Consideration ”). The 50,511,472 common shares issued pursuant to the Merger Agreement, including the Heron Consideration, together with the Pappas Consideration, will represent 64.7% of the outstanding common shares immediately after the closing.

By virtue of the Merger and the Pappas Companies Acquisition, the Company has agreed to assume, including by way of refinance, all of the outstanding indebtedness of Oceanbulk, Dioriga and Positive Shipping. The Company has also agreed to refinance the indebtedness of the Heron JV applicable to the Heron Vessels as of the date the Company acquires such Heron Vessels. If the Merger, including the acquisition of the Heron Vessels and the Pappas Vessels, had closed on March 31, 2014, we would have had total outstanding indebtedness $383.99 million and the book value of our assets would have been $1,364.97 million.

These items of business are more fully described in the proxy statement accompanying this notice.

The Company is holding the Special Meeting so that our stockholders may vote with respect to the adoption of the Merger Agreement Proposal. The proposed Transactions are very important and will have a transformative impact on the capitalization, balance sheet, ownership and governance of the Company. The Transactions also include proposed agreements with affiliates of the Company and two of our Directors, Mr. Petros Pappas and Ms. Milena Maria Pappas, who have a financial interest in the Transactions and who, collectively with their affiliates, will own approximately 12.6% of the outstanding common shares after giving effect to the Transactions. Moreover, the Oaktree Seller and its affiliates will own approximately 61.3% of the outstanding common shares after giving effect to the Transactions. Because of these and other considerations, the Special Committee and the Board of Directors, other than Mr. Petros Pappas and Ms. Milena Maria Pappas, unanimously determined that the Company seek approval of the Unaffiliated Stockholders for the Merger Agreement Proposal in the manner set forth in the following paragraph. Mr. Petros Pappas and Ms. Milena Maria Pappas recused themselves from the Board of Directors’ vote authorizing this transaction due to their financial interest in the Transactions and their relationships with the Sellers, Dioriga, Positive Shipping and the Pappas Entities. In addition, the Oaktree Seller, the Pappas Seller, and certain affiliates and related parties thereof (including Mr. Petros Pappas and Milena Pappas) agreed to voting restrictions, ownership limitations and standstill provisions, as the result of discussions between the Special Committee and other relevant parties, in order to mitigate the possibility that the transaction might be deemed a change of control of the Company for certain purposes.

Accordingly, the parties to the Merger Agreement and the Pappas Agreement have agreed to (i) seek the vote of the Company’s stockholders with respect to the Merger Agreement Proposal, and (ii) require that the approval of the Merger Agreement Proposal by the Company’s stockholders is a closing condition to the Transactions, which approval requires the affirmative vote of the holders of a majority of the common shares present (in person or by proxy) and voting at the Special Meeting. Each of the Sellers has agreed to cause

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themselves and their respective affiliates, including Ms. Milena Maria Pappas, to vote all common shares owned by them in favor of the Merger Agreement Proposal in the same proportion as the number of common shares that are voted in favor of the Merger Agreement Proposal by the Unaffiliated Stockholders entitled to vote at the Special Meeting, or any postponement or adjournment thereof. This means that the voting rights of each of the Sellers, the Pappas Entities and their respective affiliates would effectively be redistributed pro rata among the Unaffiliated Stockholders entitled to vote at the Special Meeting.

Certain stockholders of the Company affiliated with Monarch Alternative Capital LP (the “Monarch Stockholders”), which collectively own approximately 20.9% of the outstanding common shares and represent 28.2% of Unaffiliated Stockholders, have entered into a voting agreement with the Sellers and Mirabel pursuant to which, among other things and subject to certain conditions, the Monarch Stockholders have agreed to vote their shares in favor of approval of the Merger Agreement Proposal (the “ Voting Agreement ”).

The Board recommends that you vote “FOR” the proposal to approve the Merger Agreement Proposal.

The record date for the Special Meeting is June 17, 2014 (the “Record Date”). Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf. Such proxy need not be a stockholder of the Company.

Your vote is very important. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please vote promptly whether or not you expect to attend the Special Meeting. Submitting a proxy now will not prevent you from being able to vote in person at the Special Meeting. The Board , acting upon the unanimous recommendation of the Special Committee, has (i) determined that the Merger Agreement Proposal as well as the Merger Consideration, the Pappas Consideration and the Heron Consideration are fair to and in the best interests of the Company and the Unaffiliated Stockholders, (ii) approved, adopted and declared advisable the Merger Agreement, the Pappas Agreement and the Transactions, including the Merger Consideration, the Pappas Consideration and the Heron Consideration and recommends that you vote “FOR” the Merger Agreement Proposal.

Submitting your proxy over the Internet or by telephone is fast and convenient, and your proxy is immediately confirmed and tabulated. Using the Internet or telephone helps save the Company money by reducing postage and proxy tabulation costs. Please submit your proxy via the internet at the website www.proxyvote.com and via the telephone at phone number 1-800-690-6903.

On Behalf of the Board,

Georgia Mastagaki

General Counsel and Corporate Secretary

Athens, Greece

Dated: June 20, 2014

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE TRANSACTIONS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger Agreement, the Pappas Agreement, the transactions and the Special Meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the “Summary” beginning on page 10 of this proxy statement and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, all of which you should read carefully.

The Oceanbulk Holdcos collectively own all of the outstanding equity interests in Oceanbulk Shipping LLC, a Marshall Islands limited liability company (“ Oceanbulk Shipping ”) and Oceanbulk Carriers LLC, a Marshall Islands limited liability company (“ Oceanbulk Carriers ” and, together with Oceanbulk Shipping, “ Oceanbulk ”), which, through their subsidiaries, either own and operate a fleet of 12 dry bulk carrier vessels, with an average age as of May 31, 2014 of 5.3 years and an aggregate capacity of approximately 1.4 million dwt, including five Capesize vessels, two Post-Panamax vessels, three Kamsarmax vessels and two Supramax vessels or own contracts for the construction of 25 newbuilding dry bulk vessels with fuel efficiency specifications at shipyards in Japan and China. As of June 17, 2014, the Record Date, investment funds affiliated with the Oaktree Seller beneficially own approximately 19.6% of the outstanding common shares of Star Bulk (the “ common shares ”) and, indirectly through Oaktree Holdco, also beneficially own 90% of the equity interests in Oceanbulk. As part of the Merger, Star Bulk has agreed to acquire two Kamsarmax vessels (the “ Heron Vessels” ) from Heron Ventures Ltd. (the “ Heron JV ”), a joint venture in which Oceanbulk owns indebtedness that is convertible into 50% of the equity of the Heron JV, for an aggregate of 2,115,206 common shares of the Company (the “ Heron Consideration ”).

In addition, at the Special Meeting you will be asked to approve the Share Purchase Agreement, dated as of June 16, 2014 (as amended from time to time, the “ Pappas Agreement ”) among Star Bulk, Mirabel Shipholding & Invest Limited (“ Mirabel ”), Mirach Shipping Company Limited (“ Mirach ”) and Bluesea Invest and Holding Limited (together with Mirabel and Mirach, the “ Pappas Entities ”), entities controlled by certain members of the family of our non-Executive Chairman, Mr. Petros Pappas, including Milena Maria Pappas, who is also one of our directors, pursuant to which Star Bulk has agreed to, subject to the satisfaction or waiver of the conditions set forth in the Pappas Agreement, substantially concurrently with the completion of the Merger, acquire all of the issued and outstanding shares of Dioriga Shipping Co. (“ Dioriga ”) and Positive Shipping Company (“ Positive Shipping ”), which own and operate a dry bulk carrier vessel and a contract for the construction of a newbuilding drybulk carrier with fuel efficient specifications, respectively (such vessels being the “ Pappas Vessels ”, and the acquisition of the Pappas Vessels being the “ Pappas Companies Acquisition ”).

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Pursuant to resolutions of a Special Committee of the Company’s Board of Directors (the “ Board ”) consisting of two disinterested directors who are not officers, employees, representatives, agents or affiliates of the Sellers, the Oceanbulk Holdcos or the Pappas Entities, and who do not have an economic interest in the Sellers, the Oceanbulk Holdcos or the Pappas Entities (the “ Special Committee ”), the Special Committee unanimously determined that the Merger Agreement, the Pappas Agreement, and the transactions contemplated thereby (the “ Transactions ” and collectively with the Merger Agreement and the Pappas Agreement, the “ Merger Agreement Proposal ”) as well as the Merger Consideration, the Pappas Consideration and the Heron Consideration are fair to and in the best interests of the Company and the stockholders of the Company, other than the Sellers and their respective affiliates (the “ Unaffiliated Stockholders ”). The Special Committee also unanimously declared advisable the Merger Agreement, the Pappas Agreement and the Transactions, including the Merger, and unanimously recommended to the Board that the Merger Agreement Proposal be approved by the Board and submitted for a vote at a meeting of the Company’s stockholders. The Special Committee made its determination after consultation with its independent legal and financial advisors and consideration of a number of factors, including a fairness opinion presented to the Special Committee by its independent financial advisors.

Following the recommendation of the Special Committee, all of the members of the Board, other than Mr. Petros Pappas and Ms. Milena Maria Pappas, who recused themselves from the Board’s vote based on the reasons set forth below, pursuant to resolutions adopted at a meeting of the Board held on June 15, 2014, (i) determined that the Merger Agreement Proposal as well as the Merger Consideration, the Pappas Consideration and the Heron Consideration are fair to and in the best interests of the Company and the Unaffiliated Stockholders, (ii) approved, adopted and declared advisable the Merger Agreement, the Pappas Agreement and the Transactions as well as the Merger Consideration, the Pappas Consideration and the Heron Consideration, (iii) resolved to recommend that the Merger Agreement Proposal be submitted at a meeting of the Company’s stockholders for approval and (iv) adopted the recommendation by the Special Committee that the Company’s stockholders approve the Merger Agreement Proposal. Mr. Petros Pappas and Ms. Milena Maria Pappas recused themselves from the Board’s vote authorizing the Transactions due to their relationships with the Sellers, Dioriga, Positive Shipping and the Pappas Entities.

If the Merger is completed, all of the membership interests of the Oceanbulk Holdcos that are outstanding immediately prior to the effective time of the Merger will automatically be converted into the right to receive an aggregate of 48,395,766 shares of common shares (the “ Merger Consideration ”), together with the Heron Consideration and certain distributions from the Heron JV, on the terms and subject to the conditions set forth in the Merger Agreement. The closing of the Pappas Companies Acquisition will, subject to the satisfaction or waiver of the conditions set forth in the Pappas Agreement, occur substantially concurrently with the completion of the Merger, at which time certain of the Pappas Entities will receive 3,592,728 common shares (the “ Pappas Consideration ”). The 50,511,472 common shares issued pursuant to the Merger Agreement, including the Heron Consideration, together with the Pappas Consideration will represent 64.7% of the outstanding common shares immediately after the closing.

By virtue of the Merger and the Pappas Companies Acquisition, the Company will assume, including by way of refinance, all of the outstanding indebtedness of Oceanbulk, Dioriga and Positive Shipping. The Company has also agreed to refinance the indebtedness of the Heron JV applicable to the Heron Vessels as of the date the Company acquires such Heron Vessels. If the Merger, including the acquisition of the Heron Vessels and the Pappas Vessels, had closed on March 31, 2014, we would have had total outstanding indebtedness $383.99 million and the book value of our assets would have been $1,364.97 million.

The Company is soliciting proxies for the Special Meeting. You are receiving this proxy statement because you own common shares. This proxy statement contains important information about the proposed Transactions and the Special Meeting, and you should read it carefully. The enclosed proxy allows you to vote your shares without attending the Special Meeting in person.

The Company is holding the Special Meeting so that our stockholders may vote with respect to the adoption of the Merger Agreement Proposal. The proposed Transactions are very important and will have a transformative impact on the capitalization, balance sheet, ownership and governance of the Company. The

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Transactions also include proposed agreements with affiliates of the Company and two of our Directors, Petros Pappas and Milena Maria Pappas, who have a financial interest in the Transactions and who, collectively with their affiliates, will own approximately 12.6% of the outstanding common shares after giving effect to the Transactions. Moreover, the Oaktree Seller and its affiliates will own approximately 61.3% of the outstanding common shares after giving effect to the Transactions. Because of these and other considerations, the Special Committee and the Board of Directors, other than Mr. Petros Pappas and Ms. Milena Maria Pappas, unanimously determined that the Company seek stockholder approval for the Merger Agreement Proposal. Mr. Petros Pappas and Ms. Milena Maria Pappas recused themselves from the Board of Directors’ vote authorizing this transaction due to their financial interest in the Transactions and their relationships with the Sellers, Dioriga, Positive Shipping and the Pappas Entities.

Your vote is extremely important, and we encourage you to submit your proxy as soon as possible. For more information on how to vote your shares, please see the section of this proxy statement entitled “ The Special Meeting .”

By virtue of the Merger and the Pappas Companies Acquisition, the Company will assume including by way of refinance, all of the outstanding indebtedness of Oceanbulk, Dioriga and Positive Shipping. The Company has also agreed to refinance the indebtedness of the Heron JV applicable to the Heron Vessels as of the date the Company acquires such Heron Vessels. If the Merger, including the acquisition of the Heron Vessels and the Pappas Vessels, had closed on March 31, 2014, we would have had total outstanding indebtedness $383.99 million and the book value of our assets would have been $1,364.97 million.

The Transactions will affect both the business and governance of the Company. Following the completion of the Merger, Star Bulk will own Oceanbulk which is composed of two international shipping companies that are formed under the laws of the Republic of the Marshall Islands, and their respective subsidiaries. Oceanbulk’s fleet includes 12 existing vessels and 25 vessels currently under construction at shipyards in Japan and China. Oceanbulk’s vessels transport a broad range of major and minor bulk commodities, including ores, coal, grains and fertilizers, along worldwide shipping routes. On a fully delivered basis, Oceanbulk will have a fleet of 37 vessels consisting primarily of Capesize as well as Kamsarmax and Ultramax vessels with carrying capacities between 55,000 dwt and 209,000 dwt. For more information about Oceanbulk, please see the sections of this proxy statement entitled “Oceanbulk Summary” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Oceanbulk.” In addition, Star Bulk will also own the Pappas Vessels and the rights to the Heron Vessels, which will add one vessel under construction and three existing vessels to our fleet.

In terms of the Company’s governance, the Oaktree Seller, the Pappas Seller, and certain affiliates and related parties thereof (including Mr. Petros Pappas and Milena Pappas) agreed to voting restrictions, ownership limitations and standstill provisions, as the result of discussions between the Special Committee and other relevant parties, in order to mitigate the possibility that the transaction might be deemed a change of control of the Company for certain purposes. In particular:

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The Oaktree Seller and its affiliates will have the right to nominate a maximum of four out of nine members of the Company’s board, subject to certain additional limitations. Oaktree will be entitled to nominate fewer directors as the number of shares it holds in the Company decreases.

The Oaktree Seller and its affiliates will be required to vote their voting securities in excess of a 33% of the outstanding voting securities “voting cap” (subject to adjustment as provided in the Oaktree Shareholders Agreement) proportionately with the votes cast by the other stockholders with certain exceptions. The exceptions to the 33% voting cap include (x) voting against a change of control transaction with an unaffiliated buyer and (y) voting in favor of a change of control transaction with an unaffiliated buyer, but only if such transaction is approved by a majority of disinterested directors.

The Pappas Seller and its affiliates are also subject to a “voting cap” of 14.9% of the outstanding voting securities.

The Sellers and their affiliates are subject to standstill restrictions, which in the case of the Oaktree Seller includes acquiring a percentage of voting securities in excess of 2.5% of their percentage ownership as of the closing. Please see the sections of this proxy statement entitled “Oaktree Shareholders Agreement” and “Pappas Shareholders Agreement”.

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The Sellers, as part of the terms of the Merger, have agreed to vote and cause their affiliates, which include family members of Mr. Pappas and Ms. Pappas, to vote in favor of the Merger Proposal in the same proportion as the number of common shares voted in favor of the Merger Agreement Proposal by the Unaffiliated Stockholders entitled to vote at the Special Meeting. Mr. Pappas does not own any of our common shares.

In addition, certain stockholders of the Company affiliated with Monarch Alternative Capital LP (the “ Monarch Stockholders ”), which collectively own approximately 20.9% of the outstanding common shares and represent 28.2% of Unaffiliated Stockholders, have entered into a Voting Agreement with the Sellers and Mirabel pursuant to which, among other things and subject to certain conditions, the Monarch Stockholders have agreed to vote their shares in favor of approval of the Merger Agreement Proposal.

However, the Special Committee, during the course of negotiations with respect to the Transactions, required that the Merger Agreement provide that the Transactions would be conditioned upon the approval of the Company’s stockholders, notwithstanding the lack of a legal or regulatory requirement for such a vote. The Special Committee believed that, given the relative sizes of Oceanbulk and the Company and the transformative nature of the Transactions, the Company’s stockholders should have the opportunity to review the material terms of the Transactions, and the opportunity to approve or reject the Transactions.

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Furthermore, because Oaktree, the Pappas family and the affiliates thereof (the “ Affiliated Parties ”) hold in excess of 26.03% of the outstanding common shares and have economic interests in and control of Oceanbulk and the Pappas Entities, the Special Committee required that the Merger Agreement provide that the Affiliated Parties vote the common shares that they own on a pass-through basis in accordance with the vote of the Unaffiliated Stockholders. As a result, the required stockholder vote under the Merger Agreement will only be satisfied if a majority of the votes cast by the Unaffiliated Stockholders vote in favor of the Transactions.

“ FOR ” the Merger Agreement Proposal

You should read “ The Transaction—Interests of the Sellers and Star Bulk’s Directors and Officers in the Transactions ” beginning on page 117 of this proxy statement for a discussion of the factors that the Board considered in deciding to recommend the approval of the Merger Agreement Proposal. Please see the section of this proxy statement entitled “ The Transaction—Interests of the Sellers and Star Bulk’s Directors and Officers in the Transactions .”

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If you are a beneficial owner of common shares as of the Record Date, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the Special Meeting, you must have a legal proxy from your bank, brokerage firm or other nominee.

The control number located on your proxy card is designed to verify your identity and allow you to vote your common shares, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

Please note that if you attend the Special Meeting in person, cameras, recording devices, cell phones and certain other electronic devices will not be permitted at the Special Meeting.

If your common shares are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee which may be, with respect to those common shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee as to how to vote your common shares by following their instructions for voting.

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If you properly sign your proxy card but do not mark the boxes indicating how your shares should be voted on a matter, the common shares represented by your properly signed proxy will be voted “ FOR ” the Merger Agreement Proposal.

Only your last submitted proxy card will be considered. Please cast your vote “FOR” the proposal listed in this proxy statement, following the instructions in your proxy card, as promptly as possible.

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Advantage Proxy Inc.

P.O. BOX 13581

Des Moines, WA 98198

All Holders: (877) 870-8565

Banks and Bankers: (206) 870-8565

ksmith@advantageproxy.com

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RISK FACTORS

Set forth below are various risks relating to the Transactions. The following is not intended to be an exhaustive list of the risks relating to the Transactions, and should be read in conjunction with the other information in this proxy statement. In addition, you should refer to the section entitled “Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2013 filed with the SEC on March 21, 2014, and other risk factors detailed from time to time in the Company’s reports filed with the SEC for risks relating to our business.

Certain of the Company’s directors and major stockholders have interests in the Transactions that may be different from, or are in addition to, the interests of the Company’s other stockholders.

Certain of the Company’s directors and major stockholders have financial interests in the Transactions that may be different from, or in addition to, the interests of the Company’s other stockholders. In particular, two of our directors, Mr. Petros Pappas and Ms. Milena Pappas, collectively with their affiliates, will own approximately 12.6% of the outstanding common shares after giving effect to the Transactions. Entities affiliated with the Oaktree Seller currently own approximately 19.6% of the outstanding common shares and will own, together with the Oaktree Seller, approximately 61.3% of the outstanding common shares after giving effect to the Transactions. In light of this, the Company’s Board of Directors established a Special Committee of the Company’s Board of Directors consisting of two disinterested directors who are not officers, employees, representatives, agents or affiliates of the Sellers, the Oceanbulk Holdcos or the Pappas Entities, and who do not have an economic interest in the Sellers, the Oceanbulk Holdcos or the Pappas Entities (the “ Special Committee ”). The Special Committee unanimously determined that the Merger Agreement Proposal as well as the Merger Consideration, the Pappas Consideration and the Heron Consideration are advisable, fair to and in the best interests of the Company and the stockholders of the Company other than the Sellers and their respective affiliates (the “ Unaffiliated Stockholders ”). The Special Committee also unanimously recommended that the Board (i) determine that the Merger Agreement Proposal as well as the Merger Consideration, the Pappas Consideration and the Heron Consideration are fair to and in the best interests of the Company and the Unaffiliated Stockholders, (ii) approve, adopt and declare advisable the Merger Agreement, the Pappas Agreement and the Transactions as well as the Merger Consideration, the Pappas Consideration and the Heron Consideration, and (iii) resolve to recommend that the Company’s stockholders approve the Merger Agreement Proposal. The Special Committee made its determination after consultation with its independent legal and financial advisors and consideration of a number of factors including a fairness opinion presented to the Special Committee by its independent financial advisors. Following the recommendation of the Special Committee, all of the members of the Board other than Mr. Petros Pappas and Ms. Milena Maria Pappas, pursuant to resolutions adopted at a meeting of the Board held on June 15, 2014, (i) determined that the Merger Agreement Proposal as well as the Merger Consideration, the Pappas Consideration and the Heron Consideration are fair to and in the best interests of the Company and the Unaffiliated Stockholders, (ii) approved, adopted and declared advisable the Merger Agreement, the Pappas Agreement and the Transactions as well as the Merger Consideration, the Pappas Consideration and the Heron Consideration, (iii) resolved to recommend that the Merger Agreement Proposal be submitted at a meeting of the Company’s stockholders for approval and (iv) adopted the recommendation by the Special Committee that the Company’s stockholders approve the Merger Agreement Proposal. Mr. Petros Pappas and Ms. Milena Maria Pappas recused themselves from the Board’s vote authorizing the Transactions due to their relationships with the Sellers, Dioriga, Positive Shipping and the Pappas Entities. For a detailed discussion of the interests that the Company’s directors and executive officers may have in the Transactions, please see “ The Transaction—Interests of the Sellers and Star Bulk’s Directors and Officers in the Transactions . ”

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After the closing of the Transactions, affiliates of Oaktree Capital Management, L.P. will own a majority of the Company’s common shares, subject to certain restrictions on voting, acquisitions and dispositions thereof.

Immediately after the closing of the Merger, the Oaktree Seller and its affiliates are expected to own 51,234,231 common shares (assuming issuance of the Heron Consideration to the Sellers at the closing of the Merger), which will represent approximately 61.3% of our outstanding common shares after giving effect to the issuance. However, pursuant to the Oaktree Shareholders Agreement, the Oaktree Seller and certain affiliates thereof have agreed to voting restrictions, ownership limitations and standstill restrictions which were included, as the result of discussions between the Special Committee and other relevant parties, in order to mitigate the possibility that the transaction might be deemed a change of control of the Company for certain purposes. For instance, Oaktree and its affiliates will be entitled to nominate a maximum of four out of nine members of the Board, subject to certain additional limitations. In addition, Oaktree and its affiliates will be required to vote their voting securities in excess of 33% of the outstanding voting securities (subject to adjustment as set forth in the Oaktree Shareholders Agreement) proportionately with the votes cast by the other stockholders, subject to certain exceptions, which include (i) voting against a change of control transaction with an unaffiliated buyer and (ii) voting in favor of a change of control transaction with an unaffiliated buyer (but only if such transaction is approved by a majority of disinterested directors). In addition, the Oaktree Seller and affiliates thereof will be subject to certain standstill restrictions, and may not receive a control premium for their common shares as part of a change of control transaction. See “ The Oaktree Shareholders Agreement—Standstill Restrictions ” beginning on page 161 of this Proxy Statement. Despite the foregoing limitations, the Oaktree Seller and its affiliates will likely exert considerable influence over the Company. The Oaktree Seller and its affiliates may be able to prevent or delay a change of control of the Company and could preclude any unsolicited acquisition of the Company.

Additionally, Oaktree is in the business of making investments in companies and currently holds, and may from time to time in the future acquire, interests in the shipping industry that directly or indirectly compete with certain portions of the Company’s business. Further, if Oaktree pursues acquisitions or makes further investments in the shipping industry, those acquisitions and investment opportunities may not be available to the Company, and the Company has agreed to renounce any interest or expectancy in, or in being offered an opportunity to participate in, any corporate opportunities that may be presented to or become known to Oaktree or any of its affiliates.

In addition, the members of the Board nominated by Oaktree will have fiduciary duties to the Company and in addition may have duties to Oaktree. As a result, such circumstances may entail real or apparent conflicts of interest with respect to matters affecting both us and Oaktree, whose interests, in some circumstances, may be adverse to ours.

Mr. Petros Pappas, the Company’s Chief Executive Officer following the completion of the Transactions, and certain members of his family have affiliations with Oceanbulk Maritime S.A (“Oceanbulk Maritime”) and other ventures, which could create conflicts of interest. Certain members of the Company’s senior management also have affiliations with Oceanbulk Maritime and other ventures that could create conflicts of interest.

While we do not expect Mr. Pappas to have any material relationships with any companies in the dry bulk shipping industry other than the Company after the closing of the Transactions, he will continue to be involved in other areas of the shipping industry, including as the founder of Oceanbulk Maritime, as a member of the management of Oceanbulk Container Carriers LLC and PST Tankers LLC, which are other joint ventures between Oaktree and the Pappas family involved in the container shipping and product tanker businesses, respectively, and as a member of the management of Madison Crude Carriers LLC, a joint venture between Monarch and the Pappas family involved in the crude oil tanker business. Ms. Pappas is a significant equityholder of Oceanbulk Maritime and an equityholder in various other entities, some of which are involved in the dry bulk shipping industry. These other affiliations and ventures could cause distraction to Mr. Pappas as the Company’s Chief Executive Officer if he focuses a substantial portion of his time on them, and the involvement of Ms. Pappas with other ventures could cause conflicts of interest with the Company.

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Following completion of the Transactions, certain members of the Company’s senior management, Messrs. Hamish Norton, Christos Begleris and Nikos Rescos and Ms. Sofia Damigou, will also continue to be members of the management of Oceanbulk Maritime, Oceanbulk Container Carriers LLC and PST Tankers LLC. These other affiliations and ventures could cause distraction to such members of senior management if they focus a substantial portion of their time on such affiliations and ventures.

Any of these affiliations and relationships of Mr. Pappas, certain members of his family and certain members of the Company’s post-Transactions senior management may create conflicts of interest not in the best interest of the Company or its stockholders from time to time. This could result in an adverse effect on the Company’s business, financial condition, results of operations and cash flows.

Some of our key executive officers will not devote all of their time to our business, which may hinder our ability to operate successfully.

Our executive officers participate in business activities not associated with us, including serving as members of the management teams of Oceanbulk Maritime, Oceanbulk Container Carriers LLC and PST Tankers LLC (all of which are affiliated with Oaktree and/or the Pappas family), and are not required to work full-time on our affairs. Initially, we expect that each of our executive officers will devote a substantial portion of his business time to the completion of our newbuilding program and management of the Company. Our executive officers may devote less time to us than if they were not engaged in other business activities and may owe fiduciary duties to the stockholders of other companies with which they may be affiliated, including those companies listed above. In particular, we expect that the amount of time Mr. Pappas allocates to managing our company will vary from time to time depending on the needs of the business and the level of strategic activity at the time. This structure may create conflicts of interest in matters involving or affecting us and our customers and it is not certain that any of these conflicts of interest will be resolved in our favor. This could have a material adverse effect on our business, financial condition, results of operations and cash flows.

You will experience a reduction in percentage ownership and voting power with respect to the common shares you currently own as a result of the Transactions.

In connection with the Transactions, we will issue 54,104,200 common shares, which will represent approximately 64.72% of our outstanding common shares after giving effect to the issuance. Therefore, following the completion of the Transactions, you will experience a substantial reduction in your respective percentage ownership interests and effective voting power relative to your respective percentage ownership interests in our common shares and effective voting power prior to the Transactions. In addition, the issuance of common shares could have an adverse effect on the market price for our securities or on our ability to obtain future financing. If the common shares are issued, you may experience dilution in your claim to our earnings per share.

Certain benefits we expect from the Transactions are based on projections and assumptions, which are uncertain and subject to change.

The Company has made certain estimates and assumptions with respect to certain benefits that it expects from the Transactions that affect the reported amounts of earnings, assets, liabilities, revenues, expenses, earnings per share and related information included in our and Oceanbulk’s historical combined financial statements and the pro forma financial information included herein, as well as EBITDA and other measures derived from that information. These estimates and assumptions may prove to be inaccurate or may change in the future, and actual results could differ materially from those estimates or assumptions. There can be no assurance that we will realize these benefits, including anticipated synergistic benefits, if any, as a result of the Transactions. The market price of our common shares may decline if the estimates are not realized or we do not achieve the perceived benefits of the Transactions, including perceived benefits to our cash flows and EBITDA, earnings and earnings per share, as rapidly or to the extent anticipated.

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Oceanbulk has a limited history of operations on which investors may assess its performance and has experienced net losses since its inception.

Oceanbulk commenced business operations in the fourth quarter of 2012. They have a limited performance record and operating history and, therefore, limited historical financial information on which you can evaluate its operating performance, its ability to implement and achieve its business strategy or its ability to generate cash flow or earnings in the future. Oceanbulk has generated $10.4 million of net loss during the year ended December 31, 2013, $7.6 million of net loss during the three month period ended March 31, 2014 and accumulated deficit of $20.1 million as of March 31, 2014.

Although we expect that the Transactions will result in benefits to us, we may not realize those benefits because of integration difficulties.

Integrating the operations of Oceanbulk successfully or otherwise realizing any of the anticipated benefits of the Transactions, including anticipated cost savings and additional revenue opportunities, involves a number of challenges. The failure to meet these integration challenges could seriously harm our results of operations and the market price of our common shares may decline as a result.

Realizing the benefits of the Transactions will depend in part on the integration of information technology, vessel remote monitoring systems, operations, personnel and sales force. These integration activities are complex and time—consuming and we may encounter unexpected difficulties or incur unexpected costs, including:

We may not successfully integrate the operations of the businesses of Oceanbulk in a timely manner, and we may not realize the anticipated net reductions in costs and expenses and other benefits of the Transactions to the extent, or in the timeframe, anticipated. In addition to the integration risks discussed above, our ability to realize these net reductions in costs and expenses and other benefits and synergies could be adversely impacted by practical or legal constraints on our ability to combine operations.

If the Transactions are completed and we are unable to manage our growth profitably, our business, financial results and share price could suffer.

Our future financial results will depend in part on our ability to profitably manage our growth on a combined basis with Oceanbulk. The Company will need to maintain existing customers and attract new customers, recruit, retain and effectively manage employees, as well as expand operations and integrate customer support and financial control systems. If expenses related to integration and capital expenditure requirements are greater than anticipated, or if we are unable to manage our growth profitably after the merger, our financial results and the market price of our common shares may decline.

The pro forma financial statements included in this proxy statement are presented for illustrative purposes only and may not be an indication of our financial condition or results of operations following the closing of the Transactions.

The pro forma financial statements included in this proxy statement are presented for illustrative purposes only, are based on various adjustments, assumptions and preliminary estimates, and may not be an indication of our financial condition or results of operations following the closing of the Transactions for several reasons. Our

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actual financial condition and results of operations following the completion of the Transactions may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect our financial condition or results of operations following the merger. Investors should not place any undue reliance on the pro forma information.

After the closing of the Transactions, we may have to pay tax on United States source income, which would reduce our earnings.

Under the United States Internal Revenue Code of 1986, or the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4% United States federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under section 883 of the Code and the applicable Treasury Regulations recently promulgated thereunder.

Before the closing of the Transactions, we qualify for this statutory tax exemption and we take this position for United States federal income tax return reporting purposes. We would no longer qualify for exemption under Code section 883 for a particular taxable year if stockholders with a five percent or greater interest in our stock own 50% or more of our outstanding shares of our stock on more than half the days during the taxable year. After the closing of the Transactions, former members of the Oceanbulk Holdcos may own 50% or more of our stock. Therefore, following the closing of the Transactions, we may lose the benefit of this tax exemption thereby become subject to United States federal income tax on our United States source income.

If we are not entitled to exemption under Section 883 for any taxable year, we could be subject for those years to an effective 2% United States federal income tax on the shipping income these companies derive during the year that are attributable to the transport or cargoes to or from the United States. The imposition of this taxation would have a negative effect on our business and would result in decreased earnings available for distribution to our stockholders. For example, if we had not qualified for this exemption in 2013, we would have owed approximately $150,000 in U.S. federal income tax.

The business of the Company after completion of the Transactions will have increased capital requirements compared to stand-alone Star Bulk.

The dry bulk shipping business is highly capital-intensive because of the significant investment in vessels that is required. As of June 1, 2014, the Company had contracts for 11 newbuilding vessels with total capital requirements of $487.4 million (for which it had obtained financing for $93.6 million). As of June 1, 2014, on a pro forma basis, giving effect to the Transactions, the total payments for the Company’s 37 newbuilding vessels would be $1,599.1 million, of which we had already paid $229.4 million. As of June 1, 2014, on a pro forma basis, the Company had already obtained commitments for $530.7 million of debt financing for 15 vessels and was in the final stages of negotiations for $225.5 million of debt financing for nine additional vessels. These increased capital requirements potentially increase existing risks relating to the Company’s ability to obtain financing to satisfy such capital requirements. In addition, each individual financing source may be reluctant to lend larger sums to the Company instead of smaller sums to Star Bulk and Oceanbulk separately.

If the Company is not able to borrow additional funds, raise other capital or utilize available cash on hand, it may not be able to acquire its newbuilding vessels, which could have a material adverse effect on its business, financial condition, results of operations and cash flows. The Company expects to fund its remaining newbuilding commitments through credit facilities, the proceeds of equity issuances, bareboat charters and other fixed income securities, but it may not be able to do so. There can be no assurance that the Company will be able to obtain such financings on a timely basis or on terms it deems reasonable or acceptable. To the degree the Company raises equity financing to fund its capital expenditures, such equity raises will dilute the ownership of

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existing stockholders and may be dilutive to the Company’s earnings per share. If for any reason the Company fails to make a payment when due, which may result in a default under its newbuilding contracts, or otherwise fails to take delivery of its newbuilding vessels, the Company would be prevented from realizing potential revenues from these vessels, the Company could also lose all or a portion of its yard payments that were paid by the Company and the Company could be liable for penalties and damages under such contracts.

We will assume, including by way of refinance, the existing indebtedness of Oceanbulk and other entities controlled by the Sellers if the Transactions are completed, which may impose additional operating and financial restrictions on us (beyond those that currently exist) which, together with the resulting debt services obligations, could significantly limit our ability to execute our business strategy and increase the risk of default under our debt obligations once the Transactions are completed.

We intend to assume, including by way of refinance, existing indebtedness in an aggregate amount of approximately $124.11 million in connection with the Transactions, including $25.0 million of indebtedness we intend to procure in order to finance the acquisition of the Heron Vessels. Our current credit facilities require us to comply with certain financial maintenance covenants.

The additional credit facilities would also impose operating and financial restrictions on us. These restrictions would limit our ability, or the ability of our subsidiaries party thereto, to:

In addition, the additional credit facilities require us or our subsidiaries to maintain various financial ratios, including:

Because some of these ratios are dependent on the market value of our vessels, should our charter rates or vessel values materially decline in the future, we may be required to take action to reduce our debt or to act in a manner contrary to our business objectives to meet any such financial ratios and satisfy any such financial covenants. Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, may affect our ability to comply with these covenants. We cannot assure you that we will meet these ratios or satisfy our financial or other covenants or that our lenders will waive any failure to do so.

These additional covenants may adversely affect our ability to finance future operations or limit our ability to pursue certain business opportunities or take certain corporate actions. The covenants may also restrict our flexibility in planning for changes in our business and the industry and make us more vulnerable to economic

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downturns and adverse developments. A breach of any of the covenants in, or our inability to maintain the required financial ratios under, our credit facilities would prevent us from borrowing additional money under our credit facilities and could result in a default under our credit facilities. If a default occurs under our credit facilities, the lenders could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets.

Following the completion of the Transactions, our ability to meet our cash requirements, including our debt service obligations, will be dependent upon our operating performance, which will be subject to general economic and competitive conditions and to financial, business and other factors affecting our operations, many of which are or may be beyond our control. We cannot provide assurance that our business operations will generate sufficient cash flows from operations to fund these cash requirements and debt service obligations. If our operating results, cash flow or capital resources prove inadequate, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt and other obligations. If we are unable to service our debt, we could be forced to reduce or delay planned expansions and capital expenditures, sell assets, restructure or refinance our debt or seek additional equity capital, and we may be unable to take any of these actions on satisfactory terms or in a timely manner. Further, any of these actions may not be sufficient to allow us to service our debt obligations or may have an adverse impact on our business. Our debt agreements may limit our ability to take certain of these actions. Our failure to generate sufficient operating cash flow to pay our debts or to successfully undertake any of these actions could have a material adverse effect on us. These risks may be increased as a result of the increased amount of indebtedness of the Company following the completion of the Transactions.

In addition, the degree to which we may be leveraged as a result of the indebtedness assumed , including by way of refinance, in connection with the Transactions or otherwise could materially and adversely affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or other purposes, could make us more vulnerable to general adverse economic, regulatory and industry conditions, could limit our flexibility in planning for, or reacting to, changes and opportunities in the markets in which we compete.

Following completion of the Transactions, we will be exposed to volatility in the LIBOR and intend to selectively enter into derivative contracts, which can result in higher than market interest rates and charges against our income.

The loans under our credit facilities are generally advanced at a floating rate based on LIBOR, which has been recently stable, but was volatile in prior years, which can affect the amount of interest payable on our debt, and which, in turn, could have an adverse effect on our earnings and cash flow. In addition, in recent years, LIBOR has been at relatively low levels, and may rise in the future as the current low interest rate environment comes to an end. Our financial condition could be materially adversely affected at any time that we have not entered into interest rate hedging arrangements to hedge our exposure to the interest rates applicable to our credit facilities and any other financing arrangements we may enter into in the future, including those we enter into to finance a portion of the amounts payable with respect to newbuildings. Moreover, even if we have entered into interest rate swaps or other derivative instruments for purposes of managing our interest rate exposure, our hedging strategies may not be effective and we may incur substantial losses.

We and Oceanbulk have entered and intend to selectively enter into additional derivative contracts to hedge our overall exposure to interest rate risk exposure. Entering into swaps and derivatives transactions is inherently risky and presents various possibilities for incurring significant expenses. The derivatives strategies that we employ in the future may not be successful or effective, and we could, as a result, incur substantial additional interest costs.

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The Company and Oceanbulk will be subject to business uncertainties and contractual restrictions while the Transactions are pending.

Uncertainty about the effect of the Merger on employees and customers may have an adverse effect on us and Oceanbulk and consequently on the combined company after the merger. These uncertainties may impair our or Oceanbulk’s ability to retain and motivate key personnel and could cause customers and others that deal with us or Oceanbulk to defer entering into contracts with us or Oceanbulk or making other decisions concerning us or Oceanbulk or seek to change existing business relationships with us or Oceanbulk. Certain of the Company’s and Oceanbulk’s agreements require consent for us to assume the obligations thereunder or to effectuate a change of control transaction. If we are unable to obtain such required consents, we may be required to pay termination fees associated with these agreements upon consummation of the merger which could subject us to prepayment penalties. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our and Oceanbulk’s business could be harmed. In addition, the Merger Agreement restricts us and Oceanbulk from taking certain specified actions until the merger occurs without the consent of the other party. These restrictions may prevent us and Oceanbulk from pursuing attractive business opportunities that may arise prior to the completion of the merger. See the section entitled “The Merger Agreement—Covenants of the Company and the Sellers ” beginning on page 144 for a description of the restrictive covenants applicable to the Company and Oceanbulk. Similar risks will apply in relation to Dioriga, Positive Shipping and the Pappas Agreement.

The number of our common shares to be issued in connection with the Transactions will not be adjusted in the event of any increase or decrease in the market price of our common shares before the closing of the Transactions. As a result, the market value of the common shares to be issued in connection with the Transactions, as reflected in the market price of our common shares, may be substantially higher at the time of the closing of the Transactions than the market value at the time we received an opinion from Evercore that, as of the date of the opinion, and based upon the various assumptions made, procedures followed, matters considered and limitations on the review undertaken as set forth therein, the consideration to be paid by the Company pursuant to the Merger Agreement and Pappas Agreement was fair to and in the best interest of the Company and its Unaffiliated Stockholders, from a financial point of view, and our Board of Directors approved the Merger Agreement, the Pappas Agreement and the Transactions. The market price of our common shares may fluctuate due to, among other things, changes in our business, operations or prospects, market assessments of the likelihood of completion of the merger, the timing of the completion of the Transactions, general market and economic conditions and certain other factors. As of June 13, 2014, the last trading day before the public announcement of the proposed Transactions, the closing price of our common shares was $12.07 per share.

The completion of the Transactions will expose the Company to increased risks relating to the construction of its newbuilding vessels because of the increased number of newbuilding vessels.

As of June 1, 2014, the Company had contracts for 11 newbuilding vessels. As of June 1, 2014, on a pro forma basis, giving effect to the Transactions, the Company had contracts for 37 newbuilding vessels. These vessels are scheduled to be delivered to the Company through September 2016. Vessel construction projects are generally subject to risks of delay or cost overruns that are inherent in any large construction project, which may be caused by numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, unanticipated cost increases between order and delivery, design or engineering changes and work stoppages and other labor disputes, adverse weather conditions or any other events of force majeure. Significant cost overruns or delays could adversely affect the Company’s financial position, results of operations and cash flows. Additionally, failure to complete a project on time may result in the delay of revenue from that vessel, and the Company will continue to incur costs and expenses related to delayed vessels, such as supervision expense and interest expense for the outstanding debt. These risks will be potentially exacerbated by the greater number of newbuilding vessels that the Company will have after completion of the Transactions.

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The business of the Company after completion of the Transactions will be dependent on spot charters and any decrease in spot charter rates in the future may adversely affect our earnings.

The spot charter market may fluctuate significantly based upon supply and demand for drybulk carriers. The successful operation of our vessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. The spot market is very volatile, and, in the past, there have been periods when spot charter rates have declined below the operating cost of vessels. If future spot charter rates decline, then we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or pay dividends in the future. Furthermore, as charter rates for spot charters are fixed for a single voyage which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

Our ability to renew expiring charters or obtain new charters will depend on the prevailing market conditions at the time. If we are not able to obtain new charters in direct continuation with existing charters, or if new charters are entered into at charter rates substantially below the existing charter rates or on terms otherwise less favorable compared to existing charter terms, our revenues and profitability could be adversely affected.

As part of the Merger Agreement we are acquiring a 50% interest from the Oceanbulk Holdcos in the Heron JV which may expose us to liabilities. Also, Oceanbulk and the other entities we are acquiring in the Merger may have liabilities that are not known, probable or estimable at this time.

As a result of the Transactions, we are indirectly acquiring Oceanbulk Shipping’s 50% interest in the Heron JV, which currently owns seven vessels. The Heron JV plans to sell two of its vessels before or after the closing of the Merger, and then distribute the remaining five vessels to its JV partners. As part of the Merger Agreement, Oceanbulk has agreed to indemnify Star Bulk for certain liabilities that may arise in connection with the Heron JV as well as any winding up costs associated with dissolving the Heron JV after the sale and distribution of the its vessels. The intended purpose of acquiring this 50% interest in the Heron JV is the purchase by the Company of two vessels from the Heron JV’s fleet in connection with the intended distribution of vessels to the JV partners. The indemnification provisions relating to the Heron JV contained in the Merger Agreement may not cover all of the liabilities and costs associated with the Heron JV and we may have liabilities that exceed our indemnification protection. For more information see “ The Merger Agreement—Dissolution and Winding Up of Heron ” beginning on page 144 of this proxy statement.

Also, the Oceanbulk Holdcos, Oceanbulk and its subsidiaries, Dioriga, Positive Shipping and the Heron JV, until it is dissolved, will become our subsidiaries and we will indirectly assume all of their liabilities, whether or not asserted. There could be unasserted claims or assessments that we failed or were unable to discover or identify in the course of performing due diligence investigations of the Oceanbulk Holdcos and their subsidiaries, Dioriga, Positive Shipping and the Heron JV. In addition, there may be liabilities that are neither probable nor estimable at this time which may become probable and estimable in the future. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business. We may learn additional information about Oceanbulk and the Heron JV that adversely affects us, such as unknown, unasserted or contingent liabilities and issues relating to compliance with applicable laws.

Failure to retain key employees and skilled workers could adversely affect our business following the closing of the Transactions.

The Company’s performance following the closing of the Transactions could be adversely affected if it is unable to retain certain key employees and skilled workers of the Company and Oceanbulk. Our success depends in large part on the ability of us to attract and retain highly skilled and qualified personnel. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew members is intense due to the increase in the

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size of the global shipping fleet. If we are not able to obtain higher charter rates to compensate for any crew cost increases, it could have a material adverse effect on our business, results of operations, cash flows and financial condition. If we cannot hire, train and retain a sufficient number of qualified employees, we may be unable to manage, maintain and grow our business, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Upon the closing of the Transactions, the management of the Company will consist of Petros Pappas, Hamish Norton, Christos Begleris, Nicos Rescos, Sophia Damigou, Simos Spyrou, Zenon Kleopas and Georgia Mastagaki subject to such individuals, to the extent not already party to existing employment agreements, agreeing to employment agreements prior to the Closing Date on terms reasonably acceptable to the Company. In particular, Mr. Petros Pappas, the Company’s Chief Executive Officer following completion of the Transactions, will be integral to the Company’s business, and the Company’s success will depend significantly on his abilities, industry knowledge and relationships. We do not expect to maintain “key man” life insurance on any of the Company’s officers, and the loss of any of these individuals could adversely affect the Company’s business prospects and financial condition. If any such individual is unable or unwilling to serve (including as a result of a failure to enter into employment agreements reasonably acceptable to the Company), the Special Committee will appoint an initial replacement for such office as of the closing date of the Transactions. Please see the section entitled “ The Merger Agreement—Company Management. ”

As the Company expands its fleet, it will also need to expand its operational and financial systems and hire new shoreside staff and seafarers to crew its vessels; if the Company cannot expand these systems or recruit suitable employees, its performance may be adversely affected.

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THE COMBINED COMPANY

In this section, references to “we”, “us” and “our” and to the “Combined Company” are references to the combined company resulting from the Transactions. All statistics and other financial information in this section are presented on a pro forma basis, giving effect to the Transactions. References to “eco-vessels” are to vessels that are designed to be more fuel-efficient than standard vessels of similar size and age.

Overview

Following the Transactions, we will be an international shipping company that will own and operate a fleet of dry bulk carrier vessels. On a fully delivered basis, we will have a fleet of 69 vessels, with an aggregate capacity of 8.7 million dwt, consisting primarily of Capesize as well as Kamsarmax, Ultramax and Supramax vessels with carrying capacities between 52,000 dwt and 209,000 dwt. Our fleet will include 32 operating vessels and 37 vessels currently under construction at shipyards in Japan and China. Our vessels will transport a broad range of major and minor bulk commodities, including ores, coal, grains and fertilizers, along worldwide shipping routes. Our executive management team will be led by Mr. Petros Pappas, who will be our Chief Executive Officer.

Our operating fleet of 32 vessels, including two eco-vessels, will have an aggregate carrying capacity of approximately 3.3 million dwt, and we have contracts for the construction of 37 eco-vessels. By the end of the second quarter of 2016, we expect our 69-vessel fleet to have an average age of 5.1 years and an aggregate carrying capacity of 8.7 million dwt.

With respect to our newbuildings, we have focused on vessels built at leading Japanese and Chinese shipyards. Because of prevailing market conditions, we expect that, after completion of the Transactions, we will primarily employ our vessels under spot or voyage charters. While spot or voyage chartering may require more management attention than time chartering, the vessel owner benefits from any fuel savings it can achieve in a spot or voyage charter (particularly eco-vessels, such as our newbuilding vessels) because fuel is paid for by the vessel owner.

We will have significant capital requirements for our newbuilding vessels. As of June 1, 2014, the total payments for our 37 newbuilding vessels were expected to be $1,599.1 million, of which we had already paid $229.4 million. As of June 1, 2014, we had already obtained commitments for $530.7 million of debt financing for 15 vessels and were in the final stages of negotiations for $225.5 million of debt financing for eight vessels. We intend to finance the remaining 14 vessels with a combination of proceeds from debt and equity financings, as market conditions permit. There can be no assurance that we will be able to obtain such financings on a timely basis or on terms we deem reasonable or acceptable. See “ Risk Factors—The completion of the Transactions will expose the Company to increased risks relating to the construction of its newbuilding vessels because of the increased number of newbuilding vessels .”

Our Combined Fleet

We believe that owning a modern, well-maintained fleet, with multiple sister vessels, reduces operating costs, improves the quality of service we are able to deliver. We expect that each of our newbuilding vessels will be equipped with a vessel remote monitoring system that will provide data to a central location in order to monitor fuel and lubricant consumption and efficiency on a real-time basis. We expect to retrofit substantially all of our existing vessels with a similar monitoring system.

Our fleet, which emphasizes large Capesize vessels, will primarily transport minerals from the Americas and Australia to East Asia, particularly China, but also Japan, Korea, Taiwan, Indonesia and Malaysia. Our smaller vessels will carry minerals, grain products and steel between the Americas, Europe, Africa, Australia and Indonesia and from these areas to China, Korea, Japan, Taiwan, the Philippines and Malaysia.

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The following table summarizes key information about our fully delivered fleet:

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Our Expected Business Strategies

Our primary objectives are to grow our business profitably and to continue to grow as a successful owner and operator of dry bulk vessels. The key elements of our strategy are:

Capitalize on any increases in demand for dry bulk shipping

To the extent that charterhire rates improve in the near to medium term, we will be positioned to capitalize on any such increases in rates, coinciding with our expected fleet expansion. While the charter market remains at current levels, we intend to operate our vessels in the spot and short-term time charter market in order to benefit from future increases in charter rates.

Charter our vessels in an active and sophisticated manner

Our business strategy will be centered on arranging voyage and short-term time charters for our vessels, an approach that is designed to give us the opportunity to take advantage of the fuel efficiency of our fleet, particularly our newbuilding vessels. While this process will be more difficult and labor-intensive than placing our vessels on longer-term time charters, it can lead to greater profitability, particularly for vessels that have lower fuel consumption than typical vessels. When operating a vessel on a voyage charter, we (as owner of the vessel) will incur fuel costs, and therefore we are in a position to benefit from fuel savings (particularly for our eco-vessels). If charter market levels rise, we may employ our existing fleet in the time charter market, while we may be able to more advantageously employ our newbuilding fleet in the spot market in order to capture the benefit of available fuel cost savings. For a time charter, a rate based in part on the projected fuel consumption of our ship must be negotiated, and we may not be given full credit by the chartering party for the fuel efficiency of our vessels.

Expand our fleet through opportunistic acquisitions of high-quality vessels at attractive prices

We have contracts for 37 additional newbuilding vessels with an aggregate capacity of approximately 5.4 million dwt. We intend to continue to opportunistically acquire high-quality vessels at attractive prices. When evaluating acquisitions, we will consider and analyze, among other things, our expectation of fundamental developments in the dry bulk shipping industry sector, the level of liquidity in the resale and charter market, the cash flow earned by the vessel in relation to its value, its condition and technical specifications with particular regard to fuel consumption, expected remaining useful life, the credit quality of the charterer and duration and terms of charter contracts for vessels acquired with charters attached, as well as the overall diversification of our fleet and customers.

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Leverage our customer base and customer relationships and the experience and expertise of our management team in the international shipping industry

We intend to leverage our existing operational history, customer base and customer relationships and the operational expertise of our management team in order to further expand these relationships with consistent delivery of superior customer service.

Minimize operating and corporate expenses

We will seek to minimize our operating and corporate expenses, leveraging our senior management team’s extensive operational experience and strong relationships with key suppliers. We also believe that our fully delivered combined fleet of 69 vessels will provide us with opportunities to take advantage of economies of scale. We also expect to use our vessel remote monitoring system to enhance our ability to manage the operations of our vessels, thereby increasing operational efficiency and reducing maintenance costs and off-hire time.

Maintain a strong balance sheet through moderate use of leverage

We plan to finance our fleet, including future vessel acquisitions and newbuildings, with a mix of debt and equity, and we intend to maintain moderate levels of leverage over time, even though we may have the capacity to obtain additional financing. By maintaining moderate levels of leverage, we expect to retain greater flexibility than our more leveraged competitors to operate our vessels under shorter spot or period charters.

Management of Our Business

Our management team will be led by Mr. Pappas, who will be our Chief Executive Officer. While he expects that he will spend substantially all of such time as he devotes to the dry bulk shipping industry managing our company, Mr. Pappas is not required to work full-time on our affairs. We expect that the amount of time Mr. Pappas allocates to managing our company will vary from time to time depending on the needs of the business and the level of strategic activity at the time.

After completion of the Transactions, we expect to continue to provide our own technical and operational management services, which include managing crew issues, safety issues, risk management, environmental compliance, operational logistics, vessel maintenance and dry docking and special surveys and supervising the execution of the voyage plans specified in charters or that are required to complete any contracts.

Following the Transactions, we expect to provide our own commercial management services and procurement services, but we may also outsource such services.

Summary Risk Factors

Investing in the Combined Company will entail a high degree of risk. After the Transactions, you will be subject to the risks to which you are already subject as an investor in Star Bulk, which are set forth in detail in the “Risk Factors” section of Star Bulk’s Annual Report on Form 20-F for the year ended December 31, 2013, which is incorporated by reference in this Proxy Statement. You should read such Risk Factors in their entirety before making your voting decision.

In addition, as more fully described in the “Risk Factors” section of this proxy statement, the Transactions will expose you, as an investor in the Combined Company, to additional risks beyond those to which you are subject as an investor in Star Bulk. Our ability to implement our business strategies and achieve favorable results of operations is subject to such risks. You should carefully consider such risks before deciding to invest in our common stock. These risks include, among others, that:

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STAR BULK CARRIERS CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL STATEMENTS

The accompanying unaudited pro forma condensed combined financial statements of Star Bulk reflect:

In addition, the unaudited pro forma condensed combined balance sheet gives effect to changes in stockholders equity, debt issued and vessel acquisitions of Star Bulk, the Oceanbulk Companies and the Pappas Companies and the purchase of the two Heron Vessels, subsequent to March 31, 2014, as if such transactions occurred on March 31, 2014, all of which are discussed in Note 2a and Note 2i. We refer to all of the foregoing transactions as the “Pro Forma Transactions.”

The Merger and the Pappas Company Acquisition have been reflected in the unaudited pro forma condensed combined financial information as purchases of businesses pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 805, “ Business Combinations ” (“ASC Topic 805”). In addition Star Bulk will purchase two vessels from the Heron JV (the “Heron Vessel Acquisition). The Heron Vessel Acquisition has been reflected in the Pro Forma Adjustments in the unaudited pro forma condensed combined financial information as a purchase of assets.

The unaudited pro forma condensed combined balance sheet as of March 31, 2014 is presented in thousands of U.S. dollars and gives effect to the Merger, the Pappas Company Acquisition and the Heron Vessel Acquisition as if such transactions were consummated on March 31, 2014. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2013, and three months ended March 31, 2014, are presented in thousands of U.S. dollars and give effect to the Merger and the Pappas Company Acquisition as if such transactions closed on January 1, 2013.

These unaudited pro forma condensed combined financial statements are being presented for illustrative purposes only and, therefore, are not necessarily indicative of the financial position or results of operations that might have been achieved had the Pro Forma Transactions actually occurred on March 31, 2014 and January 1, 2013, respectively. They are not necessarily indicative of the results of operations or financial position of Star Bulk that may, or may not be expected to occur in the future. The unaudited pro forma condensed combined financial statements do not reflect any special items such as payments pursuant to change-of-control provisions or restructuring and integration costs that may be incurred as a result of the Pro Forma Transactions.

The following unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with Star Bulk’s audited consolidated financial statements and the related notes included in Star Bulk’s Annual Report on Form 20-F for the year ended December 31, 2013, filed with the SEC on March 21, 2014, Star Bulk’s press release announcing the financial results for the first quarter ended March 31, 2014, furnished with the SEC on Form 6-K on May 29, 2014 and in conjunction with Oceanbulk’s audited and unaudited combined financial statements and the related notes included in this proxy statement.

The cost of the acquisition of the Oceanbulk Companies and the Pappas Companies has been allocated to the estimated fair values of the identifiable assets and liabilities of the Oceanbulk Companies and the Pappas Companies pursuant to the acquisition method of accounting prescribed by ASC Topic 805, and is based on preliminary estimates of such respective fair values. Therefore, the cost of the business combination and the cost of the Heron Vessel Acquisition are based on the average closing market price of Star Bulk’s common share, as

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determined over a period of two days before and two days after the date that the terms of the acquisition are agreed to and announced on June 16, 2014, (the “ Market Price Per Common Share ”). Accordingly, the purchase price allocation and resulting pro forma adjustments have been made solely for the purpose of preparing the unaudited pro forma condensed combined financial statements for this proxy. As a consequence, the purchase price and the purchase price allocation are preliminary and subject to revision based on the final determination of the fair values of the identifiable assets and liabilities of the Oceanbulk Companies and the Pappas Companies and potential changes in the price of Star Bulk’s common shares. All the other pro forma adjustments and reclassifications are also preliminary.

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