Eagle Bulk Shipping Inc. (NASDAQ:EGLE) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.Submission of Matters to a Vote of Security Holders.
On January 20, 2017, Eagle Bulk Shipping Inc., a Republic of the
Marshall Islands corporation (the
Company), held a Special Meeting of
Shareholders (the Special Meeting).
There were a total of48,106,827shares of the Companys Common
Stock, par value US$0.01 per share (Common
Stock), outstanding and entitled to vote at the
Special Meeting. A total of 33,316,070 shares of Common Stock,
constituting a majority of the Companys outstanding shares of
Common Stock entitled to vote at the Special Meeting, were
represented at the Special Meeting either in person or by proxy.
At the Special Meeting, the Companys shareholders voted on the
following matters and cast their votes as described below.
1.To approve, for purposes of complying with The NASDAQ Stock
Market LLC (NASDAQ) Listing Rule
5635(d), the issuance of shares of Common Stock, in connection
with the entry into the Common Stock Purchase Agreement (the
Common Stock Purchase Agreement), dated
as of December 13, 2016, by and among the Company and the
purchasers party thereto, in an amount equal to 20% or more of
the Common Stock outstanding before the issuance of such shares
(Proposal No. 1).
|
Votes For |
Votes against |
Abstentions |
Broker Non-Votes |
|
32,764,667 |
253,416 |
297,987 |
— |
2.To approve, for purposes of complying with NASDAQ Listing Rule
5635(c), the issuance of shares of Common Stock, in connection
with the entry into the Common Stock Purchase Agreement, to
certain directors, officers and employees of the Company
(Proposal No. 2).
|
Votes For |
Votes against |
Abstentions |
Broker Non-Votes |
|
32,760,163 |
257,418 |
298,489 |
— |
3.To approve one or more adjournments to the Special Meeting, if
necessary or appropriate, to establish a quorum or to permit
further solicitation of proxies if there are not sufficient votes
at the time of the Special Meeting cast in favor of Proposal No.
1 or Proposal No. 2.
|
Votes For |
Votes against |
Abstentions |
|
33,030,418 |
256,902 |
28,750 |
Item 7.01.Regulation FD.
On January 23, 2017, the Company issued a press release
announcing the closing of the Companys previously disclosed
private placement of Common Stock for aggregate gross proceeds of
$100.0 million (the Private Placement).
The Private Placement was made to the Common Stock Purchase
Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 hereto and is incorporated into this Item 7.01 by
reference.
The information in this Item 7.01 of this Current Report on Form
8-K, including the exhibit, shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or
otherwise subject to the liabilities of such section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing. By
filing this Current Report on Form 8-K and furnishing this
information, the Company makes no statement or admission as to
the materiality of any information in this Item 7.01 or the
exhibit attached hereto.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
|
ExhibitNumber |
|
Description |
|
|
|
|
|
99.1 |
Press release, issued by Eagle Bulk Shipping Inc., dated |
Eagle Bulk Shipping Inc. (NASDAQ:EGLE) Recent Trading Information
Eagle Bulk Shipping Inc. (NASDAQ:EGLE) closed its last trading session up +0.64 at 6.80 with 151,974 shares trading hands.