GENCO SHIPPING & TRADING LIMITED (LON:GNK) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03
|
Material Modification to Rights of Security Holders. |
On January 4, 2017, the Companys shareholders approved, at a
Special Meeting of Shareholders (the Special Meeting), the
issuance of up to 27,061,856 shares of common stock of the
Company (subject to adjustment) upon the conversion of shares of
Series A Convertible Preferred Stock of the Company, par value
$0.01 per share (Series A Preferred Stock), which were purchased
by certain investors in a private placement (the Conversion
Proposal). As a result of shareholder approval of the Conversion
Proposal, all outstanding 27,061,856 shares of Series A Preferred
Stock were automatically and mandatorily converted into
27,061,856 shares of common stock of the Company on January 4,
2017.
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On January 4, 2017, the Companys shareholders also approved at
the Special Meeting a proposal to amend the Companys Second
Amended and Restated Articles of Incorporation to increase the
size of the board of directors of the Company from eight to nine
directors (the Board Increase Amendment). Following the Special
Meeting on such date, the Company filed Articles of Amendment to
its Second Amended and Restated Articles of Incorporation
(Articles of Amendment) with the Registrar of Corporations of the
Republic of the Marshall Islands to implement to the Board
Increase Amendment.
The foregoing description of the Board Increase Amendment does
not purport to be complete and is qualified in its entirety by
reference to the Articles of Amendment, which are filed as
Exhibit 3.1 hereto and are incorporated into this report by
reference.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the Special Meeting, shareholders of record as of November 28,
2016, the Record Date for the Special Meeting, were entitled to
vote 7,354,449 shares of the Companys common stock (the Common
Stock), each having one vote per share. A total of 6,009,517
shares of Common Stock (81.71% of all such shares entitled to
vote at the Special Meeting) were represented at the Special
Meeting in person or by proxy.
At the Special Meeting, the shareholders of the Company (i)
approved, in accordance with Section 312.03 of the NYSE Listed
Company Manual, the Conversion Proposal, (ii) approved the Board
Increase Amendment, and (iii) approved adjournments or
postponements of the Special Meeting, if necessary, to permit
further solicitation of proxies if there were not sufficient
votes at the time of the Special Meeting to approve the foregoing
proposals. Set forth below are the final voting results for each
of the proposals submitted to a vote of the shareholders.
Conversion Proposal
The shareholders of the Company approved and adopted the
Conversion Proposal. The voting results were as follows:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
5,913,523 |
42,051 |
53,943 |
Board Increase Amendment
The shareholders of the Company approved the Board Increase
Amendment. The voting results were as follows:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
5,917,244 |
38,385 |
53,888 |
Adjournment Proposal
The shareholders of the Company approved a proposal to adjourn
the Special Meeting, if necessary, to solicit additional proxies
in connection with the approval of the foregoing proposals. The
voting results were as follows:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
5,941,903 |
37,138 |
30,476 |
Item 9.01 |
Financial Statements and Exhibits. |
(d) |
Exhibits. |
3.1 |
Articles of Amendment to Genco Shipping Trading Limited
Second Amended and Restated Articles of Incorporation, adopted January 4, 2017. |
About GENCO SHIPPING & TRADING LIMITED (LON:GNK)
Greene King plc is an integrated pub retailer and brewer. The Company operates approximately 3,040 managed, tenanted, leased and franchised pubs, restaurants and hotels, including brands, such as Hungry Horse, Chef & Brewer, Flaming Grill, Farmhouse Inns and its Greene King locals estate. The Company’s segments include Pub Company, Pub Partners, and Brewing & Brands. The Pub Company segment is engaged in the operation of managed pubs and restaurants. The Pub Partners segment is involved in the operation of tenanted and leased pubs. The Brewing and Brands segment is engaged in brewing, marketing and selling beer. The Company’s ale brand portfolio includes Old Speckled Hen, Greene King IPA, Abbot Ale and Belhaven Best. The Pub Company segment operates approximately 1,820 pubs and restaurants across Britain. The Company’s breweries include Westgate Brewery, which is located in Bury St. Edmunds, and Belhaven Brewery, located in Dunbar. GENCO SHIPPING & TRADING LIMITED (LON:GNK) Recent Trading Information
GENCO SHIPPING & TRADING LIMITED (LON:GNK) closed its last trading session up +9.90 at 712.90 with 768,190 shares trading hands.
